Avenging 10
by CaptainRex75
Summary: Ben 10 has lost everything. Now he is given a second chance in a world full of superheroes. Will Ben decide to continue being a hero?
1. Chapter 1

**I DO NOT OWN BEN 10 OR AVENGERS EMH **

**Hello im a new writer and this is my first ever FanFiction. I have always wanted to try this and now I'm finally doing it.**

**Special shout out to The Incredible Muffin, Ultimate10 and Darth Terminus for inspiring this story.**

**ok enough talk and on with the show.**

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><p><strong>Chapter 1: The Arrival <strong>

Ben Tennyson thought he would be ready for anything. He had faced criminals, alien invaders, intergalactic warlords and even an inter-dimensional god. But nothing could have prepared him for the day when he failed.

The day he lost his family.

It happened a week ago. Ben had gotten an alert and he jumped at the chance to go hero and skip out on a boring family meeting. But it turned out that meeting was the last.

Now the wielder of the Ultimatrix was staring down at the graves of those he loved. And those he lost. _Mom, Dad, Grandpa, Gwen, Kevin…Julie. _He stared at their graves trying to picture their faces. But all he saw was their lifeless broken bodies.

"I'm sorry," the teen hero choked. "I'm sorry I failed you. I thought I could be there for…" He tried to say more but the memories were too painful. With a heavy heart the eighteen year old walked away from the graves, a tribute to his greatest failure.

Ben made his way to his car, a green and black sports car that Kevin had made for him complete with state of the art alien tech. Now it was just a reminder that he, like the others, was gone. He opened the trunk of the car. Inside were all the souvenirs that Ben had collected over his hero career. A box in the corner contained the souvenirs that he collected on that fateful summer all those years ago. Now however they were just painful reminders.

He took off his green jacket, a green long sleaved leather jacket with the number 10 embezzled on the left side. Ben frowned and threw it into the trunk. That jacket, along with everything else in that car, belonged to a hero. And he was no hero.

The former hero then looked down to the device on his left wrist. The Ultimatrix, the bane of his existence. It was because of it that all this had happened. Ben wished he could just take it off and throw it away just like the rest of the junk of his former life. Sadly, with the Ultimatrix tightly bonded with his DNA, there was no way to remove it. So he'd just have to settle with destroying the rest of this junk.

The teen then got in his car and drove. Drove away from the pain, away from the heartbreak, away from Bellwood. Ben continued to drive until he reached a clearing by a cliff. It was a clear 100-foot drop down to the bottom. Ben actually considered jumping in order to end the pain, but he new his family would never forgive him for that. So he would live on, just not as a hero.

He turned and faced his car, the last piece of his hero life contained inside it. Ben raised the Ultimatrix, hesitated for a moment, and then activated it. The familiar sound of its activation beeped to life as a green hologram of an alien appeared. Ben turned the dial, each turn a different alien on the display, until he found the one he wanted.

"The one who started it all," he muttered to himself. "And the one who'll end it," he finished bitterly. And then slapped the dial down.

Green light illuminated the area. When it died down, standing in Ben's place was a tall being that seemed to be made of magma. Its hands and forearms where over sized and fire engulfed it head. "HEATBLAST," the alien yelled. The transformed teen looked toward the car, then raised his hands towards it. A fireball formed in each hand as he prepared to launch it at the vehicle.

"Goodbye," Heatblast whispered and he prepared to destroy the memories.

Suddenly the wind picked up and a large gust started to blow all around the fiery alien. Heatblast looked around, instincts on high alert, knowing something was not right.

The clouds formed a ring right above him as the wind got stronger and stronger. Then a white light shone out of nowhere blinding the teen hero, as he was forced to cover his eyes. The light got brighter and brighter as it closed in on the fire alien. And everything went dark.

When Heatblast eventually got the spots out of his eyes he saw that his surroundings had changed. He was now in a forest clearing similar to the campsite where he first got the Omnitrix.

The alien then looked around. "Ok. What was that about," he wondered aloud. He then noticed that his car was gone. He looked around trying to catch a glimpse of it. But no luck. "Well that's just… perfect," he mumbled.

At that moment his thoughts were interrupted by a loud growl. Heatblast turn the find the source of the noise coming from the mouth of a very big monster. The creature stood at least ten feet tall and looked like a cross between an ape and a lion. It had large clawed hands and white, bushy fur that covered its body. It glared at the fire alien through black soulless eyes and growled through vicious sharp teeth.

"Don't suppose you want to talk about this. Right?" the transformed teen nervously asked.

The creature only roared in response and then charged at the flaming target.

"Guess that's a no," he said, as he blasted fire in to the ground, propelling him over the white beast and landing behind it.

The beast turned to face its prey. The two opponents looked each other down. Locking their eyes. Waiting for an opening.

The beast roared and charged again. Heatblast let a cry escape his throat as the charged towards his opponent.

The beast raised its arms in an attempted to crush the alien. But Heatblast shot fire out of his feet and flew towards the furry monster like a rocket, with his fists stretched out. He collided with the beast with enough force to stun it. Then he ignited his fist with fire and continued his onslaught.

Heatblast couldn't believe what was happening. He lost everyone he loved and now he was trying to move on and have a normal life. Then some bright light teleported him to the location of a feral Bigfoot. At this point Heatblast was beyond angry. He let his rage flow into his fight, punching, kicking, and blasting whatever he could reach. Then when the beast staggered back, burns covering most of its body, the fire alien raised its hands above his head, a massive fireball forming above him.

"Burn," he snarled as he hurled the inferno at the beast. A massive explosion sounded throughout the forest, shaking the ground and scaring off a flock of birds. A huge smoking crater was now where the beast originally stood.

Heatblast walked towards the edge of the crater. The beast lay at the bottom, its body now one big burn, with a couple patches of singed fur hear and there. It groaned weakly, Heatblast knew from the beating it gave it earlier that the beast could take a lot of damage. His first couple of hits barely did anything to it at the start. Only his rage allowed him to heat himself up to the point were he could actually hurt it. If he were fighting a regular human when he was that angry, he would have vaporised that person to ash with one hit.

Heatblast grunted, confident that the creature wasn't getting up any time soon. As he turned to leave he was suddenly surrounded buy the sound of guns clicking.

A few dozen men surrounded the crater. Some of them were wearing dark blue uniforms, with a badge on the front that had the image of an eagle on it; they were armed with some pretty futuristic looking guns. However what caught Heatblast's attention was the rest of them. The other dozen were clad in some sort of high tech suit of armour, with what looked like laser cannons on each arm. The suits all had helmets with glowing blue optics. Heatblast was stunned; those weapons looked really advanced, while not alien advanced but advanced even by most human standards.

All the soldiers surrounded the transformed teen. Heatblast also noticed some men moving into the crater with a large container that they were going to put the beast in.

"By order of S.H.I.E.L.D.!" a synthesised voice called out. "Power down now!"

At that point Heatblast knew the man was talking to him. The soldiers closed in on him, weapons raised. The fiery alien got into a fighting stance, his fire glowing dangerously hot.

Then one of the men approached him, seemingly unafraid of the magma creature in front of him. He was a Caucasian male with brown hair and blue eyes. Unlike the other soldiers, he wore a business suit. He looked at the magma-based lifeform, then to the beast that his men had just loaded into the crate. "I assume you're the one that took down the Wendigo?" he asked the fire humanoid.

Heatblast looked back at the 'Wendigo', then back the man and nodded.

The man grinned. "Impressive. On behalf of S.H.I.E.L.D., I personally thank you." Then his grin turned into a frown. "Now I'm gonna have to ask you to power down and kindly come with us." His tone made it a demand rather than a request.

The fiery alien narrowed his eyes. He didn't know what Shield was. There wasn't any branch of the Plumbers with that kind of name. In any case he knew going with them might be a bad idea. He already had enough trouble with people trying to take the Ultimatrix.

"Yeah. I don't think so," Heatblast replied.

In response the soldiers charged their guns, aiming directly at the fire creature. The suit man raised his hand and they lowered their weapons.

"Now you don't understand," the man said. "We can't leave a Mutant as powerful as you running around the forest. You're liable to start a forest fire."

_Wouldn't be the first time,_ Heatblast thought. But then something caught his attention. "Mutant?" he said confusingly. "I'm not a mutant. I'm an alien." He said as if it were obvious.

The suit wearing man chuckled. "Well then that changes things," he corrected himself. "We can have an _alien_ wandering around Earth unsupervised. Now you're gonna come with us or things are gonna get... complicated," he added smugly.

Heatblast's eyes narrowed, his patience already wearing thin from the fight with the Wendigo. "Not. Gonna. Happen," he snarled.

The man sighed, like he expected that response. "Alright then," he said, then proceeded to take out his pistol. "Take him," he ordered.

Thanks to years of experience, Heatblast quickly reacted, creating a smoke screen that took him out of sight.

The soldiers and the armored suits fired a barrage of blue laser blasts blindly into the smoke. However they missed every shot as Heatblast rocketed out the top of the smog. Blasting fire out of his hands, he flew away, trying to put as much distance between him and these S.H.I.E.L.D. guys as possible.

However, just as he thought he was in the clear, a large aircraft suddenly rose infront of him. It resembled a jet, but it had a large under carriage and had thrusters that enabled it to hover. Its sudden appearance caused Heatblast to sharply change his course. Taking him directly over the clearing again.

This time, the S.H.I.E.L.D. soldiers were prepared. The dozen power armored men activated their jet boots and flew until they were above Heatblast. With no time to move, the armored men fired their cannons at the teen hero. While the blue lasers didn't pierce the fire alien's magma skin, they still stung and packed enough punch to force the alien hero back to the ground.

One soldier rose what looked a bazooka and fired a high tech disc, which stopped and floated above the fiery alien. With a hum, a white energy shield surrounded and then completely encased the transformed teen in a bubble of energy.

The suit wearing man then walked up to the shield until he was face to face with the alien. "Like I said," he smugly stated. "You're coming with us."

Now it was Heatblast's turn to grin. "You have no idea who you're messing with, do you?" the fiery alien said rather cockily.

The suit-wearing agent laughed. "That bubble is pure energy. What are you going to do? Walk through it?" He chuckled; a few other soldiers grinned as well.

"That's exactly what I'm gonna do," the alien hero smugly replied. With that he raised his hand and slapped the Ultimatrix dial. A green flash spread out over the clearing. Everyone present had to shield their eyes. When they opened their eyes, all mouths were open with shock. Standing where the fire alien was, was what looked like a blue phantom. It was wrapped in a cloak, with a hood that covered a ghostly face and bright green eyes. "BIG CHILL," the phantom called out in a raspy chilling voice.

True to its word, the creature became transparent and walked right through the energy bubble. It put itself inches from the suit man's face. "Now will you just leave me alone?" the phantom known as Big Chill said, as its cloak unfolded into a pair of wings, revealing a skinny body with the same strange symbol on its chest like the fire creature. Big Chill then took to the sky and just before the suit wearing man could give the order of pursuit, the creature vanished from sight.

The men were stunned; they had just seen an alien made of magma transform into a phantom moth man in a flash of green light. The suit wearing agent was frozen to his spot; that thing had been inches from him. And from the way it sounded, it could have ended him right then and there.

"Agent Coulson," another asked as the approached the suited man. "What do we do now sir." 'Coulson' shook his head to clear it.

"Contact Director Fury," he responded. "Tell him we've got an alien on the loose."

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><p>Big Chill flew invisibly over the canopy of trees as he avoided the Men in Blue. He couldn't get over the fact that Plumber intelligence could let some rag tag group of people like that wander around earth, with that kind of tech. And the funny thing was that they didn't seem to recognise him. Granted he was keeping a low profile and hadn't changed for weeks but come on, everyone new the famous Ben 10.<p>

Big Chill shook his head. He wasn't Ben 10 anymore; it was probably best those guys didn't know who he was. Made it easier to lose them.

Big Chill then noticed a city in the distance. As he got closer he realised it was New York. Somehow he had been teleported half way across the country. Deciding to wonder about it later, the moth-like alien flew into the city. No one saw him due to Big Chill's invisibility. He landed in an ally, and then slapped the Ultimatrix dial.

In a flash of green light Big Chill turned back to the human form of Ben Tennyson.

Ben peaked out of the ally and looked around. This seemed like the normal New York City he was used to. But something felt off about it. He looked at a nearby dumpster and saw a newspaper hanging out of it.

Pulling out the paper, with a title that said 'The Daily Bugle', Ben saw a picture on the front page showing a man in a red and blue skin tight outfit with a web pattern all over it. Apparently he was called Spider-Man, and he was apparently, to quote the article, "A Menace." Ben didn't understand. He had never heard of anyone named Spider-Man. He looked through the paper and saw there were others. And apparently they were all superheroes.

Other headlines read 'Iron Man Saves UN', 'Ant Man and Wasp take down Whirlwind' and 'Thor Defeats the Wrecking Crew' _Thor? Really, the guy couldn't come up with anything original so he copied Norse Mythology? _Ben thought to himself. But as he looked, he realised this was a legit paper. Which meant that all these heroes were real. But he'd never heard of them. That could only mean one thing.

He was in another Universe.

Ben walked out of the alley, not caring were he was going. "Another Universe," he muttered to himself. "I'm trying to leave the hero life behind and now I'm in a universe full of them." Then he stopped. A realisation then hit him in the head. A universe full of heroes, that would mean he could live a normal life. He could settle down right hear. Use his aliens to forge a new identity and start over. The other heroes could save the day and he could start a new life.

He was so lost in thought that he didn't notice that he'd reached the harbour. He noticed that there was a large shadow currently gliding across the top over the water. He looked up. And his mouth fell open. Above the water the water was a giant flying fortress. It looked like a high tech aircraft carrier, except it had 4 giant turbine engines.

Ben looked around and noticed hardly anyone was looking at it, some would take a glance then go back to their business while other would just ignore it like it was some regular occurrence that some giant battleship would fly across New York bay. The teen watched it in awe. _With something like this defending the world_. Ben thought to himself. _The world would hardly need some one like_ _Ben Tennyson_. The thought almost made him sad.

Suddenly a loud rumble was heard coming from the aircraft. And before Ben's eyes an explosion ripped across the upper deck and what looked like a section of a building grew right out of the side. The vehicle shook some more as several building structures grew out of other parts of it like a sprouting seed. The sudden damage caused the engines to fail and the entire aircraft plunged into the bay.

At that moment Ben did think about what to do or why. He reacted on pure hero instincts and ran in to an ally. He activated the Ultimatrix

"Its Hero Time" he said, out of habit, and slammed the dial down "BIG CHILL" the moth alien cried out. He then unfurled his wing and took of towards the downed aircraft.

**Thats all for now. please review honestly and anny advice you wish to give me feel free to PM me, i will take any help i can get **

**Untile next time, CaptainRex75 out. **


	2. Chapter 2

**DISCLAIMER: BEN 10 AND AVENGERS EMH DO NOT BELONG TO ME.**

**Wow I never would believe that this many people would have favorited my story in such a short time. This is so cool. **

**Ok this is a big chapter, Ben is going into his first big super villain fight. I know I might have made his fight with the Wendigo a little short considering that the Wendigo can go toe to toe with the Hulk. I can assure you that unless its a very weak villain Ben fights will not be that was from now on.**

**Enough talk and on with the show.**

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><p><strong>Chapter 2: The Break Out <strong>

**Previously on Avenging 10**

_Suddenly a loud rumble was heard coming from the aircraft. And before Ben's eyes an explosion ripped across the upper deck and what looked like a section of a building grew right out of the side. The vehicle shook some more as several building structures grew out of other parts of it like a sprouting seed. The sudden damage caused the engines to fail and the entire aircraft plunged into the bay._

_At that moment Ben did think about what to do or why. He reacted on pure hero instincts and ran in to an ally. He activated the Ultimatrix _

"_Its Hero Time" he said, out of habit, and slammed the dial down "BIG CHILL" the moth alien cried out. He then unfurled his wing and took of towards the downed aircraft. _

**Now**

On the bridge of the downed aircraft, pilots and technicians were working at their posts trying to get the ship under control. Standing in the centre was a dark skinned male who had black puffy hair, with white on the sides, brown eyes, an eyepatch on his left eye. This was Nick Fury, Director of S.H.I.E.L.D, and he was having a bad day. First he gets a report on a shapeshifting alien, now the HQ of S.H.I.E.L.D, the Helicarrier, is sinking into the ocean.

"Someone get to engineering. Tell them to get us back in the air." He barked. "And shut off that alarm!" he added with annoyance in his voice.

"Director Fury," a female agent by a console said, "A report just came in from the Vault."

"Do I look like I have time for this, Hill" Fury yelled, he had enough problems than dealing with a prison report.

"Listen to me!" the woman known as Marina Hill ordered. But then immediately corrected herself when the director gave her a warning glare. "Sir, automated reports are coming in from the Vault and the Cube." She continued. "Their systems have gone offline, and no one is responding from down at the Big House."

Fury's eye narrowed. The Big House was a super villain prison that was miniaturized so it could be stored on the Helicarrier. But now it not miniature any more. "Something is seriously wrong." He stated grimly.

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><p>In the halls of the sinking ship a lone S.H.I.E.L.D agent walked down the corridor dazed by what happened. Suddenly a cable extended out and wrapped tightly around the man. Lifting him into the air and started squeezing the life out of him.<p>

The source of the cable came out of the arm of a man wearing a blue and orange suit with a scale like design. He was the Constrictor a super villain prisoner of the Big House. Some how the prison had been shut down setting all the prisoners free. And not this villain was about to live up to his namesake. "Payback Time," he hissed with sarcastic glee.

But before he could tighten the agent. A yellow beam struck the villain causing him to drop the S.H.I.E.L.D agent. Another blast sent him into the wall dazed.

"Back off Ugly," a female voice ran out. The source of the voice was a woman around 25, with blue eyes and short auburn hair. She has a rather shapely figure, wearing a strapless black and yellow dress over black leggings and has yellow gloves and boots. She is also wearing yellow headphone like devices that look like the antenna on over her ears. She is the Janet Van Dyne AKA Wasp partner of Hank Pym AKA Ant Man and part time super hero. While she would want to be a full time, she was always busy handling all of Hanks appointments. She and Hank were on the Helicarrier so Hank could check on the Big House, something told her that it might have a few bugs in it.

Right now she was in hero mode, which meant she was an inch high with yellow insect wing on her back, and was checking on the winded agent who was unconscious. Suddenly another cable swatted the insect girl away. Wasp lay on the ground as the Constrictor stood over her. "Time to squash this bug" he said as he raised his foot to crush her.

Suddenly the air became cold as the Constrictor barely had time to yelp as he was encased in a chunk of ice. Wasp saw this and flew up in front of the iced villain; she looked at him then behind him then gasped.

Infront of her was a creature in a blue cloak, its green eyes staring at her with a mixture of confusion and surprise.

Wasp then raised her hands, now glowing with yellow energy. "Alright phantom freak," she called out. "You've got three seconds to tell me who you are or I'm gonna put you down hard." She pointed her hands right at the phantom to back up her threat.

Big Chill just looked at her, not even flinching at her words. He looked at the villain Popsicle behind her the back to the tiny girl infront of him. "Please tell me he's the bad guy?" he asked in a chilling voice, pointing at the frozen form of Constrictor behind her. "Cause I'm having a bad day and I don't want to make it worse by finding out I iced the wrong guy." The anger in his voice sent chills down Wasp's spine.

"I…I'm Wasp, a super hero and yeah he was a baddie, so not need to worry." She assured the moth like alien.

Big Chill stared at her for a couple of moments, making her feel a little uncomfortable, then nodded "Ok, lets get this ship under control." Unfolding his wing he took of down the corridor, with a surprised Wasp following him. Wasp was confused, she had heard and even meet a few other superheroes in her brief time as one, Iron Man included, but she never head about a giant moth man with ice powers. Was he a mutant? Was he some sort of lab experiment gone wrong? Maybe Hank would be able to find out? Then it hit her. Hank was inside the Big House when it failed. Wasp flew infront of the moth man.

"Wait!" she yelled "We have to get Ant-Man, he was in the Big House when the explosion happened." She explained. Big Chill remembered that name from the newspaper saying Ant-Man is a hero of this world.

Wasp continued, "He was with all the super villains. We have to help him, now!" She was practically pleading with the moth-like alien.

Big Chill sighed, figuring that it would be better if they had another hero with them. "Alright, lets find him and then he can help get everyone of this boat." He said as he and Wasp flew of the other way.

As they flew Wasp figured that she might as well try to get to know her new ally. "So, you got a name?" she asked.

Big Chill looked at her figuring there was no harm, "Right now you can call me Big Chill." He replied.

Wasp looked confused "Right now? What you got some kind of split personality disorder or something?" she asked jokingly.

"Something like that" came the moth aliens reply.

"What do you mean by that?" Wasp probed. Now curious about her new friend.

Big Chill stopped and looked her in the eye, rather annoyed. "Look how about we go over my backstory **after** this fight is over. Sound good?" the insect female nodded quickly. "Ok then, let go and help your friend." The two insect themed heroes then continued to fly down the corridor.

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><p>Else ware in the ship Ant-Man aka Hank Pym, was running through the ruins of the destroyed Big House. He was a man of average build, wearing a red and black suit, a silver belt with to large buttons on either side of the waist, was on his waist, he also wore a helmet that covered most of his face, leaving his mouth exposed. The helmet was smooth with two antenna in the top and a lenses infront of the eye socked making them appear white. He was currently avoiding several escaped criminals. However on of them, named Whirlwind, found him. The tornado villain grabbed the hero buy the front of his suit and held him close.<p>

"After I'm done with you," Whirlwind said. " I'm gonna find the bug girl and tear her apart."

Ant-Man grunted in pain, he had taken a beating from a lot of the villains that had been imprisoned hear, and after all the effort he put trying to rehabilitate them. A noise came from behind him. Ant-Man turned to see another villain, the Griffin, emerge from some rubble. It saw the hero and growled threateningly. Knowing what was about to happen, the size changing hero quipped, "I'd let you tell the Wasp yourself, but you're about to get knocked out." Before the tornado villain could ask what he meant, Ant-Man hit the button on the left side of his belt, a yellow light engulfed the hero as he shrunk out of Whirlwind hands. Before the mutant could figure out what happened Griffin collided with Whirlwind sending them both into the wall.

Ant-Man feel a few meters only to get caught by the arms by Wasp. "So how's your day been?" she asked in a cheerful tone.

"Painful." Came the grunted response.

Suddenly Griffin recovered from his accidental crash and swooped towards the miniature heroes. But before it could reach them, a blast of ice hit flying villain freezing it solid before crashing to the ground. Ant-Man looked to she a blue moth man floating just above them.

"Jan, care to introduce me to your new friend" the ant-sized hero ask rather nervously with a hit of curiosity.

"Oh, right" Wasp said almost forgetting. "Ant-Man, Big Chill. Big Chill Ant-Man." She quickly introduced.

"Was their anyone else in here before all this happened" Big Chill asked the size-changing duo.

Ant-Man shook his head. "No I was the only one who was in the Big House when it malfunctioned" He explained. "And right now it think we should get out as well, the entire ship is sinking, everyone else would have evacuated bye now." The flyers nodded and flew through an opening in the ceiling.

Meanwhile Nick Fury, who was now on bored a helicopter with several other agents, was worried about the situation at another super villain prison. He had already gotten reports that the other three prisons had failed, so he was going to check the fourth.

The chopper landed on a barge situated in the middle of the bay and got out with his men. "Look alive, boys." He ordered his men. "Shoot first, ask questions later." He added as they made their way to the elevator. Suddenly the entire barge began to shake. Then with a jerk. The barge rose out of the ocean, under the barge a long shaft connected the barge decoy to a massive dome prison, The Raft, and floated onto the sky.

"Evac now!" Fury yelled as his men retreated back to the chopper. "Abort the mission. Everyone off this barge." As he was about to board the vehicle, a sudden force pulled him back, and lifted him into the sky, there he saw the source of the force. A built Caucasian man with long hair and a beard with grey streaks, he wore a blue and white suit with two white belts around his stomach as well as shoulder pads.

Fury pulled out his pistol and aimed it at the man. But with he flick of a finger, the gun was nocked out of the S.H.I.E.L.D directors hand. The director of S.H.I.E.L.D looked at the man with anger and spoke one word.

"Graviton."

Ten years ago, Franklin Hall, a brilliant scientist, was invited by Nick Fury to work for S.H.I.E.L.D to continue the super soldier project. Franklin conducted an experiment with gravitational forces, but when the experiment went wrong, he was ordered by Nick Fury to stop. He ignored the order and continued the project, which caused the gravitational force to explode. Franklin was caught in the blast. He woke up on a hospital bed, and discovered he had acquired gravity powers, blaming Nick Fury he tried to escape, but the room was filled with sleeping gas, and Graviton succumbed to sleep. He was imprisoned in The Raft where he slumbered for several years. And when he woke up. He was not very happy.

Now he was free and used his control over gravity to hold himself, his former prison and the S.H.I.E.L.D director several hundred feet above the ocean. He glared at Fury with hateful eyes.

"What do you want, Hall?" Fury asked, though he had an idea what the power hungry scientist wanted.

"Oh, I think you know." Graviton snarled at the director, his eyes now glowing with power. "I want to treat you with the same kindness that you've shown me. I'm going to take years off of your life." He then tightened his hand. At that moment Fury started to feel pain as the gravity field Graviton had trapped his in began to compress his body. The SHIELD director groaned as he felt every molecule of his body begin to compress. Suddenly the pressure stopped as Graviton thought for a moment. "On second thought, I'll take them all." As he resumed the pressure only amplified.

At the same time Big Chill, Wasp and Ant-Man made it to a peer near the Helicarrier. The heroes landed, with Wasp and Ant-Man returning to normal size. Before Ant-Man or Wasp could question their new ally they saw the Raft get lifted out of the water. Big Chill caught a glimpse of Graviton and Fury and immediately took of to help. However the teen hero new that his current form wouldn't be fast enough to save the S.H.I.E.L.D director. However, before the teen could even think about changing, an object shot past him. At first Big Chill thought it was a missile, but as he look carefully he saw I was actually a hammer. The moth alien blinked, who would throw a hammer? Or a better question why would someone throw a hammer? Of all things to throw, hammer is not something the transformed teen would think would be very effective.

He was proven wrong when the hammer then collided with Graviton sending him flying.

Without his concentration, everything Graviton was levitation began to fall back to Earth. Moving quickly Big Chill swooped down and caught the Director of S.H.I.E.L.D by his shoulders, halting his descent. Fury looked up at his savior with shock in his eye.

"What the…Who are you" he questioned the moth man.

"No time for small talk." The moth man responded as he saw Gravition returning. "We got to move."

As the flew away he saw someone else flying towards Graviton. He was a large man with blond hair, and blue eyes. He had very large muscular arms, and long legs. He wore a silver helmet, a red cape, black armor with silver circles, red wristbands, a large golden belt, blue tights, and tall golden shoes. He was Thor, Prince of Asgard.

He held out his hand and the hammer Big Chill saw earlier somehow flew right into the large mans hand. This was Mjolnir the source of Thor's godly power.

"Your power is impressive for a mortal." Thor spoke in an old English dialect. "Stand down now before anyone is hurt, and you may yet walk away from this." He held up Mjolnir to support his threat.

Graviton floated towards the Asgardian seemingly unafraid of him. "Fury called me Graviton." He spoke with a hint of madness in his voice. "Fury, he knows. I can control gravity. I can do anything." He then raised his arms, eyes glowing with power.

"I'll crush Fury. I'll crush you. And then I'll show the world the power I have."

"I think not, villain." As the Asgardian took Mjolnir by the strap, then spun it around gaining momentum before lunging at the villain. "Have at thee!"

As the battle between the God of Thunder and the Lord of Gravity commenced. Big Chill landed Fury onto the peer with Wasp and Ant-Man. The Director of S.H.I.E.L.D turned to look at the Alien hero as its winks folded up to look like a cloak.

"Anything you'd like to tell us, Fury?" Ant-Man questioned the Director as the fight above continued.

"Not really." Came Fury's response as he activated his communicator. "S.H.I.E.L.D command," he spoke into the ear piece "This is Director Nick Fury. I am declaring an omega-level emergency. Every SHIELD agent, every Hulkbuster unit, the U. Forces, they are all now under my direct control."

Big Chills eyes widened, this one man had that much power and authority that he could just put together an army in a matter of seconds.

"Wow, Nick Fury is actually worried." Wasp commented to her comrades.

"I'm guessing that doesn't happen that often." Big Chill replied.

However Ant-Man wasn't done looking for answers "Who is he?" he asked the S.H.I.E.L.D Director, his tone making it clear he wasn't taking no for an answer.

"Dr. Franklin Hall." Fury answered.

"The physicist? No one's heard from him in years. Not since he joined SHIELD." Ant-Man's helmet then retracted into his suit, revealing short brown hair and soft brown eyes. "What happened to him?" asked, concern written across his face.

"That's classified." Fury responded. However Big Chill, having enough of this secret spy stuff, stepped forward.

"Then you better unclassifiy it cause if we don't take him down soon innocent lives could be at risk."

Fury turned towards Big Chill, returning the glare the moth-like alien was giving him.

"You don't give me a lecture on putting people at risk." The S.H.I.E.L.D Director said "Especially after you escape custody earlier today. Mister shapeshifting alien."

All the heroes' eyes widened.

"Yeah, that's right" Fury continued, addressing Wasp and Ant-Man. "Your little friend is an alien that appeared in an unknown energy anomaly. Not only that I got reports that this thing" he gestured to Big Chill, "Started out as something made of magma then changed to this thing in a flash of green light." He then faced the alien hero. "When this is over I want to know exactly what you are and what your business is here on this planet." The director maintained his stare as did Wasp and Ant-Man curious to hear their alien friends response.

The alien in question narrowed his eyes. "Right now. All you need to know is that I'm here to help. When this crisis is over ill gladly tell you everything I know." He then turned his back to them. "But right now I need to do what I'm good at." He said opening up his wings.

"Which is?" Ant-Man asked a little cautiously.

The moth alien turned his head to him and smirked. "Save the world." And with that he took off heading straight for the battle, leaving behind two stunned part-time heroes and a skeptical super spy.

* * *

><p>Thor's battle was not going well. While his initial attack managed to stun the gravity villain for a while, he seemed to have lost that advantage. The Prince of Thunder swung Mjolnir again and again but each time he appeared to his some invisible wall that surrounded the villain. However while Graviton was focused on preventing Thor's attacks he was venerable from behind. A weakness Big Chill exploited when he suddenly became visible and blasted the Lord of Gravity with his icy breath, freezing him in a block of ice. With that kind of surprise Graviton lost his focus and plummeted into the ocean below.<p>

Thor looked at the strange creature before him, "What manner of creature are you?" he asked his new ally.

Big Chill looked at the Viking themed hero, really giving this guy points for contributing to his hero role. _No one would be able to figure this guys secret identity. _He thought to himself. "Right now you can call me Big Chill. And I'm just here to help." He responded to the Asgardian.

Suddenly Graviton rose out of the water, after smashing the ice Big Chill imprisoned him in and glared at the heroes.

Thor narrowed his eyes "Then let us do battle Big Chill. For this villain must know that we defend this realm!" he called out as he and the moth like alien charged the gravity villain. Thor tried to strike but only collided with Gravitons shield. Big Chill tried to blast him with ice, but the Lord of Gravity dispersed the attack. Graviton then sent a wave of gravity at the heroes sending them flying back, they were able to catch themselves and both flew to reengage the villain.

Wasp's eyes narrowed. "We have to help them." She stated out lowed. The two men turned to the Hornet Heroin. "If their gonna risk their lives for our planet, then we have no right to do any less."

Ant-Man looked at Wasp, a worried look on his face. While he agreed with what she was saying. Wasp is to inexperienced to be taking down a supervillain that powerful. And besides he is a pacifist, he hated fighting but would do it if it came to it, only if there was no other option.

"Jan, be reasonable…" he started to say, until Wasp cut him off.

"I can't just stand here and watch this." She said with determination. "We have to do something. If Thor and Big Chill can't stop him, he'll come into the city."

Nick Fury's eye narrowed "Don't you think I know that, Wasp?" he stated as if it were obvious.

"Jan." Ant-Man placed a hand on Wasps shoulder trying to reason with her, but it was in vain as she brushed it off.

"We're talking millions of people. I'm not going to let that happen." As she shrunk down to hero form and took off to the fight.

"Jan. Jan, wait." Hank called out but Wasp was already gone, leaving the size changing hero and super spy on the docks watching the battle unfold.

Graviton grabbed both of his opponents in a gravity field, restricting them from movement. "Can't your feeble minds understand what I'm telling you?" Graviton screamed in a power crazy tone. "I control one of the four fundamental forces of reality. I can remove gravity's effect on you sending you hurtling into space. Or I can increase it a thousand fold like this!" And with that, he lifted his right arm, and with a mighty push, Big Chill was sent hurling into the atmosphere. The moth alien tried to stop but the gravitational force was too strong. Graviton then slammed his left hand down, sending Thor into the ocean, sending the Asgardian deep into the sandbank.

The Lord of Gravity then sped towards the docks, eyes filled with maddening rage. "Fury!" he screamed as if on a crusade for vengeance.

Suddenly Graviton felt a stinging sensation on his face causing him to half his advance. A woman's voice then called out "Franklin Hall, you give theoretical physicists a bad name." The Wasp said as she then flew in front of his eyes. "Now knock it off before I make you."

The gravity villain then laughed, "Are you joking?" clearly not taking the heroin's threat seriously. "With the power at my disposal nothing can…" he was then interrupted when Wasp shot her stingers into the villain nose, and then proceeded to fly around him, shooting at different parts of his body. "Ow! Ow! Ow! Aah!" he cried out in pain and annoyance.

This distraction allowed the gravitational force affecting Big Chill to cease, allowing the moth like alien to drop down towards the occupied gravity villain, building up is speed and momentum, at the same time forming ice around his right arm, taking the shape of a giant, spiked, boxing glove. As Graviton was finally able to release a wave of gravitational energy to blow Wasp away he turned just in time to see Big Chill's ice covered fist, slam into him, knocking him a few meters away.

Before the Alien Hero or the Lord of Gravity could do anything, a red and gold blur, flew pasted Big Chill and slammed into Graviton. The two then speed towards the water, when they were close enough the red blur released, a bright blue light, which send the gravity villain hurtling into the water. When the blur stopped Big Chill got a good look at the new arrival. It was a man, well what looked like a man, in an advanced suit of armor. The armor was primarily red, with gold on parts of his arms, legs and face, and had a blue light coming from his chest. This was Tony Stark aka Iron Man.

"Hey, Janet." The billionaire called out to Wasp, as she flew in close to his head. "I knew we traveled in some of the same social circles, but I didn't know you came to parties like this." He joked, then he noticed the giant blue moth man, that was flouting a few feet away from him.

"And who's your friend? Don't tell me Hank got so close to the bugs that he actually made a bug/human hybrid or something."

Big Chill raised an eyebrow at that comment, but then shock it off as he needed to focus on the matter at hand. "Ok, short version" he said as he pointed to himself. "Big Chill, Here to help, Explain everything later"

Iron Man blinked behind his faceplate, taking in the rapid fire response the new hero just laid on him. He then gave the moth like alien a thumbs up, indicating he understood.

The billionaire hero then turned back to Wasp. "So who was that guy? Some crazy physicist?"

Wasp shook her head "Something to do with Nick Fury. Tony, am I glad to see you." She said with slight relief in her voice. " I wasn't sure how much longer we could keep this up after… Oh, no. Thor!" she screamed as she flew across the water

"What?" Iron Man yelled as he and Big Chill flew after her.

"Thor." The moth like alien replied as the flew next to Iron Man, "You know, big guy, long blonde hair, has a hammer. Big bad back there sent him to the bottom of the ocean." He explained.

"We have to help him." Wasp stated as the three heroes flew to were she last saw the Asgardien.

Suddenly the water separated as Graviton emerged from the water, not looking very happy after getting a repulsor blast to the face. The three heroes turned as the Lord of Gravity stared daggers at them, specifically Iron Man.

"_Warning gravitational field around the target is in flux. Extreme caution advised."_ Came the British voice of Iron Mans trusty on bored A.I, J.A.R.V.I.S. As the it displayed the energy levels on the inside of Iron Mans helmet.

"Guys, the energy he's putting out the only comparison is a black hole. This guy is trouble." The Armored hero warned his comrades.

Big Chills eyes narrowed. "Then were gonna need some more firepower." Before the heroes could ask what he meant, Big Chill reached his hand up and slapped the symbol on his chest. A bright green light enveloped the area, causing everyone present to shield their eyes. When the light faded a new voice cried out.

"CHROMASTONE."

Everyone's eyes widened, flouting in Big Chills place was a silicon based alien, that seemed to be made of crystal. Its body is overall purple, while its hands and face are magenta, and he also sports six magenta shards on its back, two on its chest, and one on the top of its head that resembles a horn. its face consists of a mouth and one large green eye at the center.

"Hit him with everything you got" the crystal alien yelled, as he fired a rainbow coloured beam from his hands at the gravity villain. The other two heroes, after getting over their shock, attack with their own respective attacks of stingers and repulsore rays.

However Graviton managed to create a force field to repel the combined attacks. He sneered as he flicked his wrist causing Iron Man to be sent hurtling into the sky, a fate Big Chill had suffered from a little while ago. And with another flick sent Chromastone flying into a building close to the shore. Leaving Wasp to fly up and try to keep the gravity villain focused on her, so her two allies could come back to take him out.

Meanwhile, back at the docks, Ant-Man was watching as the battle took place. When he saw how easily Graviton took out Thor, Iron Man and the shape shifting alien (he saw the alien transform) he new that it was time to step in.

"What are Graviton's upper limits?" the size changing hero asked Nick Fury, who was still trying to coordinate an attack to contain the escaped villains.

"We've studied him for years, and as far as we could tell, he doesn't have any." The Director of S.H.I.E.L.D responded as he realized what the hero had planned. "What do you think you're going to do, Pym? Talk him down?" he asked sarcastically.

"No, it's too late for that." And with that Ant-Man reached down to j=his belt and pressed the button on the right side. A blue aura then surrounded the hero. Nick Fury watched, with a neutral expression, as a shadow suddenly fell of the pier.

Wasp was stinging the gravity villain in every place she could find, doing every thing to annoy him. It worked however as Graviton one again released a wave of energy to push the shrinking heroin back. But just before he could focus on crushing her, a pair of giant hands came out of nowhere and raped around the gravity villain, trapping him inside.

The person was revealed to be Hank Pym, now in his second alter ego, Giant-Man. He had the exact same suit as Ant-Man, only the part of the suit that were black, were now glowing blue, and instead of a helmet, he wore a mask that covered his face and had appendages on top that resembled insect feelers. he had grown 60 feet and kept his hand tightly raped around Graviton.

"Hank, you went big." Wasp said in surprise. Hank had told her that he was capable of using his Pym Particles to grow in size and increase his strength, but he had never found a use for it, until now that is.

"Janet, get out of here. I'll handle Graviton." The titan hero said, while knowing full well that he couldn't stop the gravity villain, Hank believed that he could at least slow him down, long enough for Janet to get to safety and for the S.H.I.E.L.D reinforcements to arrive.

"What? No, we're in this together." She responded stubbornly. Giant-Man looked like he was ready to argue but, suddenly Graviton increased his power to blow back the giants hands, and then released a gravity wave that sent both heroes crashing back into the dock. Giant-Man crushing most of it under his bulk.

At this moment Graviton was furious, he could have ended Nick Fury already if the heroes hadn't interfered. And now there was no sign of his target. Then the lord of Gravity had an idea. He new Fury was still somewhere in the city, so what better way to kill him and show the world the power he wielded, two birds one stone.

With a raise of his hand the city began to shake. The heroes all felt the city begin to jerk, when suddenly the ground began to rise. Graviton had used his powers to raise the section of the city they were in into the sky. Thousands of tones of rock and earth were lifted into the air with everyone on it. Graviton smiled with sickening glee as the city rose, the world will tremble at his power, and no one would ever stand against him again.

This however proved to be wrong, when the gravity villain heard a yell come from behind him. He turned to see Thor coming right at him, he had finally broken free of Gravitons field after Giant-Mans attack had distracted the villain long enough for him to escape from the ocean floor.

The Asgardian Prince raised his hammer to its zenith, magical lightning crackling around it, and slammed it into Gravitons force field. The strength and power behind the attack was enough to send the gravity villain flying into the side of the mesa he raised.

Without Gravitons power holding it up, the entire section on Manhattan began to rapidly decent back down to the ground. Knowing that the impact could kill all within the city, and possible the surrounding area, Thor sped down under the falling mass. When he got into position, he used his godly strength to hold catch the city, even though he was nowhere near strong enough to stop it, he could at least slow its decent so there would be no damage.

Graviton however recovered from the Thunder Gods attack and was prepared to crush him, for interfering again, but then a crystal fist smashed into his face, disorienting him.

Chromastone, who had recovered from being smashed into a building, flew down to the gravity villain, after he saw Thor trying to save the city. The crystal alien then proceeded to blast rainbow energy blasts at the Lord of Gravity, injuring him further.

When Chromastone finally stopped his onslaught, he saw that the gravity villain wasn't down, but rather was glaring at the alien hero with glowing eyes full of hate. He then launched himself forward, creating a gravity field, which sent him and Chromastone hurtling into the city limits, just as Thor lowered the city back into its original spot, preventing a tsunami from the water displacement.

* * *

><p>Meanwhile, in orbit, Iron Man was fighting for his life to escape the gravity field Graviton had trapped him in.<p>

"I need more power." He cried, as he fired all his repulsores in his boots and palms, desperately trying to return to earth. However his prayers were answered when J.A.R.V.I.S spoke through his internal speakers.

"_Note Gravitational effect has ceased."_ The A.I stated, with a sigh of relief, Iron Man rocketed back towards the city.

* * *

><p>The battle was not going well. Graviton slammed Chromastone into the street creating a crater. Then lifted him up along with several car's, loose derbies and other objects, making them all orbit around him.<p>

Chromastone tried to fight the gravitational force, but the gravity villain had a strong grip on him. Then an idea came into the crystal aliens mind, a trick that Albedo had used on him one time in the past. When the alien hero orbited until he was on top of the gravity villain, he slapped the Ultimatrix dial once more.

In a flash of green light, Chromastone was replaced by a different alien. This one was 10 foot tall, yellow-armored being. His head is similar to a Greek Corinthian helmet with two ears on it giving him the appearance of an armadillo. He also had a gray tail and jackhammer parts on his elbows, wrists and hands.

"ARMODROLLO" the new alien yelled, his voice much deeper now.

Just like he expected, with his mass changed, the armored alien broke free of Gravitons orbit and descended right on top of the villain. He cocked back his right fist, the jack hammer part on his elbow pumping wildly, and punched the Lord of Gravity right on top of the head, sending him into the crater he sent Chomastone into a moment ago.

The armored alien landed on the street, just a few feet away from the craters rim. He then turned around, only to see Graviton rise again, eyes glowing with pure hatred.

Armodrillo narrowed his eyes "for your own sake you should stay down" he warned.

"Insolent pest." The gravity villain spat. "Your interference has come to an end. Ill crush you, like the bug you are."

Graviton then raised his hands intending to attack the alien hero. When suddenly, a mystically charged hammer, courtesy of Thor who was now floating down towards the battle, struck him and sent him right back into the crater.

"I recommend you stay down, mortal." He said as Mjolnir flew back into his hand.

The Lord of Gravity rose again from the ground again. "You think you can stop me." He said to the heroes. "I've beaten you before. I can do it again." He then tried to attack the heroes, but once again he was interrupted as a grant beam of energy struck him and sent him, for the third time back into the crater.

The beam came from Iron Man's unibeam as he rejoined the other heroes in surrounding the gravity villain. "You really should listen to them." he warned.

Graviton was about to rise again, when a giant foot stomped down behind him. He turned to see Giant Man staring down at him.

"You're sick, Franklin." The size-changing hero tried to reason with the villain once more. "You need help."

"Or possibly more zapping." Wasp quipped as she flew in close to Gravitons face, her hands glowing with energy back up her threat.

The Lord of Gravity stared at the five heroes that now surrounded him, his mind already full of rage and annoyance, slipping into madness each passing second. "No, no, the power I wield, I You are nothing compared to me." He roared, releasing a wave of energy towards the heroes, blowing them all back and pinning them to the building surrounding them. Graviton then rose above them, eyes gloving with power as he raised his arms to the world.

"I'm stronger than all of you. I'm the strongest one there is."

Just as he said that, something landed on top of the building behind him. the villain turned and his eyes widened in surprise.

Standing on the roof of the building was a creature, 10 feet tall by 6 feet wide. His skin was green, with bulging muscles, and only wore ripped purple pants, he had green eyes and black hair. He was the Hulk, Strongest Being on Earth.

"You sure about that?" the Hulk growled at Graviton. Before the villain could respond, the green giant launched himself at the Lord of Gravity and tackled him all the way to an abandoned shipping yard. The impact sending cargo crated flying in all directions.

The attack caused the trapped heroes to be freed from Gravitons grip. Just before he hit the ground, Armodrillo aimed his upper body towards the ground and, with his jackhammer joints pumping, dove into the ground like it was water. The other heroes took of after the gravity villain and the jade giant.

The two powerhouses were locked in combat. Hulk was using his vast strength in an attempt to crush Graviton under his fists, but the Lord of Gravity was barely able to hold back his onslaught, the strength this creature possessed was incredible. The Hulk punched the force field again, causing Graviton to slid back a couple of meters, the gravity villain gritted his teeth as he put all of his strength into holding the green monster back.

However he was so focused on the creature above the ground, he never considered there would be one below it. That kind of thought was all Armodrillo needed as his fist erupted out of the ground, upercutting Graviton into the sky.

This left him wide open for Hulk to smash him into a crane. Graviton tried to use his powers to protect him self, but the jade giant broke through his force field like it wasn't even there. Hulk knocked the gravity villain away once again, leaping after him while roaring at the top of his lungs.

Armodrillo looked on in awe at the creature that had saved him and the others, the power it held seemed to be greater than anything he could transform into (well maybe not as much as Way Big but who could tell). He watched on as Giant Man, Wasp, Iron Man and Thor arrived, also watching the Hulk pummel Graviton into the ground.

Eventually Graviton had enough of being a monsters punching bag, and increased the gravity on the jade giant, causing him and the ground around him sink into the ground.

Seeing this, the other heroes moved in. "Take him down." Iron Man yelled to the others, as they charged towards the villain.

However that proved to be the wrong move, as with a wave of his hand, the gravity increased causing the other heroes to collapse on the ground, pined down by unimaginable amounts of pressure.

"Look at you fools." Graviton taunted as he looked down at the fallen heroes, "I possess the power of the universe itself. I am power!" He yelled, eyes glowing with power and madness. The Lord of Gravity rose into the air and as he did, cargo crates, chunks of rock and other debris, began to flow around him like a tornado.

The heroes tried to move, but the amount of gravity being forced upon them, kept them pined.

Armodrillo desperately tried to force himself up. But even with his incredible strength, he couldn't move an inch.

"Can't move." He confessed, the asked to the others behind him.

"Can you?"

"Nay." Came Thor's response. "The others?"

No one else responded, as the weight was so great they couldn't even talk.

However one person was beyond mad right now. In his crater the Hulk began to push against the gravitational force acting on him. At first he couldn't move like the others, but as he got more frustrated, he began to rise, his arms and leg muscles bulged as he pushed himself up.

Graviton, seeing this, increased the pressure on the monster, forcing him back into the ground. This however only annoyed the Hulk as in a few short seconds he was back to his feet. Graviton was shocked at first, but then he growled in anger as he increased the pressure even further. The craters size increased as everything was crushed by the massive amounts of gravitational force being applied. All the crates and debris were flattened by the amount of power. The Hulk however only got more enraged, as he places his hands on the ground, which cracked under the force, and stood again, his eyes burning with rage for the one who would dare try to hold him down.

Graviton was beyond shocked. He was applying enough gravitational energy to crush and entire city, and this creature was fighting against it like it was nothing.

"Nothing is that powerful." He said in bewilderment, "I control gravity itself."

And yet the jade giant began to walk towards the edge of the crater, his feet making there own craters each time he stepped, as evidence of the amount of gravity on him.

Armodrillo was shocked by what he saw. All that pressure acting upon him was barely phasing this hulking creature, he didn't think even Way Big could fight that much pressure, just how powerful was this thing?

Graviton quickly goy over his shock, as he halted the orbiting crates around him and then sent them all flying at the Hulk.

As they came at him, Hulk gritted his teeth, he then began to punch away most of the crates that came at him, but soon there numbers overwhelmed him and he was sent back to the bottom of the crater with hundreds of crates being piled on top of him.

The Ultimatrix hero then groaned at the pressure he was under, if only there was some way to counter that gravity. Wait gravity?… suddenly the armored alien gave himself a mental smack in the head. How could he have forgotten about that?

Putting as much strength into his arm as he could, he once aging slapped the Ultimatrix dial. A flash of green light and now a large, bulky, reddish-brown alien with rocky skin, a giant mouth and a molten lava planet core at the center of his body appeared. He wore black shorts with green stripes and a green belt with white stripes. He wears the Ultimatrix symbol on his forehead.

"GRAVATTACK" the planet alien yelled.

With his own gravitational field in play, Gravitons power was cancelled out, allowing Gravattack to stand. He then pointed his hands at Graviton, white energy formed around his hands as he activated his own gravity powers.

Graviton was so focused on crushing the green monster that he almost didn't notice that he was being pulled towards the ground. To late he realized he was being affected by gravity, his eyes widened with shock as he was pulled towards the ground. He tried to counter the effect but the shock of having his own power used against him caused his focus to falter. His shock only increased when he saw the source of the power.

"NO!" he yelled, "I am the Lord of Gravity itself"

Gravattack only smirked at the comment, and then cocked back his fist.

"You've just been dethroned" he countered, then sent a gravity charged fist into Gravitons face.

The power of the attack sent Graviton flying into the sky, it also destroyed his concentration, freeing the other heroes from the Gravitons power, one particular hero was glad to be as he was to angry to even care when Graviton stopped attacking. With a mighty leap Hulk burst from the pile of crates he was under, scattering them all over the place, and headed straight toward the gravity villain.

Graviton was able to steady himself after the attack, he was still shocked that someone else possessed gravity manipulation as well, he was just getting over it when suddenly something big and green tackled him out of the sky, sending both of them colliding back into the ground.

As the dust settled, Hulk was once again attempting to smash Graviton with his fists, but the gravity villain was still holding strong. That is until he got a sharp pain in the back of his neck, courtesy of several flying ants under the control of Ant Man, who had shrunk after he was freed from Gravitons power, riding on one of the ants. This distraction allowed the Hulk to land several punches to the villain, sending him into the ground. The other heroes then surrounded Graviton, hopeing to finally end this. However that seemed to be an impossibility.

"This isn't possible." Graviton exclaimed, as the released another wave of gravitational energy, sending the heroes, except Gravattack, flying and Hulk was sent high into the air, were he remained suspended.

Graviton then flew into the air taking all the crates in the shipyard with him, and then used them the pelt the heroes and keep them off balance.

Despite Gravattacks claim, it seemed that Graviton just outclassed the living planet, as Gravattack was barely able to counter Gravitons power with his own. He was just able to counter the field in order to prevent the other heroes from being manipulated, however the gravity villain seemed to be focusing most of his power on the Hulk, and even though he barely new any of then, the transformed teen new that the green giant was their heaviest hitter. If they were ever going to win they needed the big guy to get a few more hits in.

When Graviton started to send the crates in the Hulks direction, Gravattack new he had to do something quick.

"Keep his attention" he called to the other heroes "I'll help big green up there" gesturing to the suspended Hulk.

The heroes moved in. Iron Man and Wasp, blasting repulsors and stingers respectively, and Thor hurled Mjolnir directly at the Lord of Gravity. The combined attack was enough to distract Graviton and released his hold on the Hulk, the giant in question, then began to fall to the ground. But unfortunately the crates were still on a collision course with the crates, which were still flying towards him.

Seeing that it would take to long to stop the collision as Gravattack, Ben slapped the Ultimatrix dial, once more, a green flash engulfed the alien, replacing it with a red, humanoid, manta-ray like alien with two black lightning bolt-like stripes coming down from his shoulders to his Ultimatrix symbol on his chest. He was about Ben's regular height, and had yellow horns extending from his nose. He had gills underneath his arms. He has yellow wings under each arm.

"JETRAY" the new alien yelled.

In the blink of an eye Jetray flew at such a surprising amount of speed that he was now in front of the Hulk, who was about to collide with the incoming crates. Jetray's eyes started to glow and two beams of energy fired from then, slicing the incoming crate in two, allowing Hulks descent towards Graviton. The Hulk looked at the manta ray alien with a surprised and confused look on his face, not because of the alien before him, but for something else.

"You…You're helping me?"

Jetray then smirked at the jolly green giant "Yeah. Now hit him."

Now it was Hulks turn to smirk as both heroes then dived towards the Lord of Gravity. With a mighty yell, the Hulk smashed both his fists into Graviton, sending him into the ground in a massive wave of dust and debris.

However that still wasn't enough to take him down, as Graviton used his powers to send a giant mass of earth against the Hulk, rising higher and higher. Wasp and Jetray came in and started zapping the villain, trying to get his attention. However their attention was caught by Iron Man, who's chest was starting to glow brighter. The two heroes moved out of the way, then Iron Man fired a massive beam of energy from his chest, blasting the Lord of Gravity, however even that didn't stop him, as he moved the earth infront of him in order to block the attack.

Jetray new he needed more firepower so he slapped the dial again.

"HEATBLAST" and moved to continue the fight.

Meanwhile Ant Man flew of the ocean towards a cargo ship, which had been abandoned when Graviton began his attack, and leaped of his ant steed and dived into the water. A large flash of blue light appeared below the ship before Giant Man lifted it out of the water. The giant hero then threw the ship towards Graviton.

Heatblast was about to sent a massive wave of fire at the gravity villain before he notice a large shadow pass over him, he looked up and was just able to dodge an incoming ship. The ship crashed on top of Graviton, and Heastblast noticed that the cargo the ship was carrying were crates of oil. With that in mind the fiery alien sent a wave of fire at the ship, causing a chain reaction that created a massive explosion.

This was enough to break Gravitons power causing all the earth and rock to come back down were it belonged. However it still wasn't enough to take down Graviton. Heatblast was starting to wonder if anything could take this guy down.

He was about to attack again when the wind began to pick up and the clouds started to gather. Heatblast looked up at the sky to see Thor, spinning his hammer by the straps, and the clouds gathering around him, thunder and lighting sounded and flowed into the hammer, as the Asgardian charged up his attack.

"For Migaard!" the Thunder God yelled, he then pointed his hammer down and unleashed the biggest bolt of lighting anyone had ever seen. It struck Graviton with thousands of volts of electricity; the Lord of Gravity gave out a scream of pain.

When the lightning subsided, Graviton was left at the base of a large crater looking very weak, the combined attacks from the heroes had left his body battered, bruised and now covered in soot. The barely conscious villain looked up to see the six heroes standing together at the top of the crater, staring down at the defeated villain.

"Who's strongest now?" the Hulk taunted.

"You had the power to do anything, and you used it to put millions of lives at risk." Giant Man said before shrinking down to regular size.

"Pretty sad." Heatblast quipped.

"No kidding" Wasp added, as I final insult she fired one last stinger at Graviton, sending the defeated villain into unconsciousness.

The day was won.

The moment was the broken by Thor. "Come." He exclaimed, with a huge grin, as he wrapped his arms around his new allies somehow managing to get the Hulk and Heatblast into his embrace.

"Let us celebrate."

"Freeze." A familiar voice called out, the heroes looked to the other side of the crater, only to see Agent Coulson and an entire army of S.H.I.E.L.D agents, tanks and choppers, Coulson was holding a very large cannon and had it aimed at one particular individual.

"Step away from the alien and the Hulk.

They're a fugitives of S.H.I.E.L.D."

The individuals in question got into fighting stances. Hulk growled and Heatblast narrowed his eyes, silently praying the Ultimatrix had enough power to at least get him into the city and hide from them.

However before either party could act. Iron Man suddenly stood infront of them, his arms stretched out, blocking the shot.

"You want these guys, you go through me. These two saved us all. They're heroes. As sure as any of us are."

The other heroes then stood with the armored hero, a determined look in all of their eyes. Heatblast couldn't believe it, he didn't know any of these people, and yet here they were standing up for him. Before he could process what is happening, another familiar voice spoke up.

"Stand down." Director Nick Fury commanded, the unites complied.

"We've got bigger problems than the Hulk and an alien… although I want answers to that last one later." He added.

"74 supervillains are now on the loose all across the country. Maybe the world by now."

"How did this happen, Fury?" Iron Man asked, with a bit of venom in his voice.

"I don't know, but we can find out together." The Director of SHIELD offered to the heroes. "Come work for me. As SHIELD agent, you can make a real difference."

Before anyone could respond, Ant Man spoke up.

"No, this is your fault, isn't it? S.H.I.E.L.D created Graviton. Whatever you had Hall doing, it changed him. You kept it under wraps, and this happened."

The heroes then glared at the Director, especially Heatblast, liking this S.H.I.E.L.D organization less and less, as they all new they would never work for someone who would create someone like Graviton. That is until.

"Fury's right." Iron Man suddenly stated. The other heroes then looked at him in shook.

"What?" Wasp said, equally as shocked "You of all people are going to work for S.H.I.E.L.D?" she questioned the armored hero.

"No, he's right about us making a difference together." He began facing the heroes in front of him. "One-on-one we can each take down a villain or two, but 74 none of us can do it alone. Together we have a chance. What we did here, it can change things. The world needs us, but not as S.H.I.E.L.D agents. As a team on our own, together we can avenge the wrongs caused by all these villains."

"We can be avengers." Wasp finished.

"Huh, good name." Hulk agreed.

Heatblast however closed his eyes for a moment, he new he could never be a hero again. These heroes seemed to know what they were doing, the green guy and the blond with the hammer, seemed to be power houses by themselves. If they wanted to be a team, they wouldn't need someone like him.

After Iron Man's speech, Heatblast began to walk away from the group, not sure were to go from here, but he new he had to start somewhere. He didn't get far as a tiny yellow and black figure flew infront of him.

"Hey flame brain," Wasp said to the transformed alien. "You, just gonna walk out on your team?"

She flew around him, as he turned back to face the other heroes, who where all looking at him.

"I'm not really planning on being a hero any time soon" he said, much to the confusion of the others.

"You seemed to be pretty good at it to me" Iron Man said.

"Indeed, you are. A might warrior if ever I have seen" Thor added.

Heatblast shook his head. "I'm sorry. I'm just not ready to be part of a team again."

He then tried to walk away again, before Fury stood in front of him.

"Then maybe you should come with me." The Director of S.H.I.E.L.D. asked, even though he didn't phrase it as a question. "We can't have an alien wandering around our planet unsupervised. Especially one with the kind of power you have." This made the heroes eyes widen; they had just fought side by side with an alien and not realized it.

Heatblast wasn't sure what to do, if he resisted, then these S.H.I.E.L.D guys would attack him, and maybe even the heroes as well. He looked back at the other heroes. They were all strangers to him, and yet they risked their lives for him and even stood up for him. He figured he at least owed them an explanation.

"All right." He sighed. "I'll tell you everything I know. Is there a place we can talk privately? I kind of don't want to do this in front of a crowd."

He then gestured to the news reporters and civilians, which had gathered around the battle sight.

Nick Fury looked at him for a moment, and then nodded. Heatblast then mentally sighed.

This was going to be a long talk.

* * *

><p><strong>And the second chapter is now <strong>**complete. Ben's first battle with the Avengers, whats gonna happen next? who knows, Oh wait. I know I'm writing this story HAHA. Wow I can't believe all the attention this story has gotten so far its pretty unbelievable. **

**Now I know that some of you are wondering who's gonna be Ben's love interest, let me tell you right now Ive got a few ideas floating around in my head. But I will let you know when I come up with a solution.**

**Like before any advice: weather it be plot lines or writing tips, is certainly appreciated in any way for me.**

**Until Next Time. CaptainRex75 out. **


	3. Chapter 3

**DISCLAIMER: I DO NOT OWN BEN 10 OR AVENGERS EMH, THEY BELONG TO THEIR CREATORS.**

**Im back for another chapter and this one, I'm afraid to say, is short compared to the others. But that just means that the next chapter will be full of ****excitement.**

**Thank you too all my reviewers who have given me advice and support on this, its really appreciated. I know that some of you have commented on my grammar, to be honest I did have a close friend of mine proof reading this for me. However he has come to the conclusion that his life is more important than MY Fanfiction, the nerve of that guy, so I'm sorry if there are any more grammatical errors in this chapter, but please note that I'm trying to correct them, I've re read this chapter 5 times.**

**Enough talk and on with the show.**

* * *

><p><strong>Chapter 3: Explanations and Revelations<strong>

After S.H.I.E.L.D had taken away Graviton and was trying to fish out the Helicarrier, the Director of S.H.I.E. the newly formedAvengers had gone to Stark Tower. There Heatblast learned that secret identities were practically non existent in this universe as the heroes each told the alien their names, Ant Man is a scientist named Hank Pym, Wasp is Hanks assistant Janet Van Dyne (although Ben could see there was something more between the two), Hulk is a scientist named Bruce Banner who apparently was a separate personality- kind of like Dr. Jekyll and Mr. Hyde, Thor was actually _the_ Thor from Norse Mythology and that left Iron Man also known as Tony Stark, the owner of the building.

The Avengers and Fury were now in Starks office, currently awaiting the explanation from their kind-of teammate, shapshifting alien friend.

Heatblast stood infront of this dimensions resident heroes still in their costumes (accept Tony and Hank had removed their helmet and mask respectively), he wasn't sure if he should be doing this, they were all complete strangers to him, but they had all risked theirs lives for him during the fight with Graviton and also were willing to fight the military to stop his from being taken away, they deserved at least that much from him.

Nick Fury was the first to talk. " So why don't you tell us exactly who you are and what your business in on our planet."

The fiery alien sighed, might as well get it over with.

"Well first things first" he said, then raised his hand and touched the symbol on his chest. A green light erupted from the alien, blinding everyone present. When the light faded Heatblast was replaced by an eighteen year old boy, wearing blue jeans and a black shirt, he had brown hair and green eyes, on his left wrist was a strange green and black gauntlet with the same symbol on it like the other aliens. "My name is Ben Tennyson" the young hero finished.

The expressions around the room showed various levels of shock, even the cold collected Nick Fury could help but widen his good eye at the sight of the aliens true form.

"A kid" Iron Man said with a surprised look on his face. "All that power and your just a kid."

"I'm 18 tin man" the teen hero replied "And I've been doing this since I was 10 years old."

More stunned silence.

"Since you were 10" Fury repeated, not believing the teen one bit. One thing about running an international piece keeping organization is keeping tabs on any potential threats. This included every metahuman on the planet, hero and villain alike, and S.H.I.E.L.D didn't have anything remotely resembling this boy or any of the transformations he had, so that made the S.H.I.E.L.D Director suspicious of the person in front of him. He would prefer to have him in a secure location so he could be restrained and properly interrogated, but it seemed that he had the support of the other heroes.

The teen hero in question continued his story by raising his left arm revealing the gauntlet device on his wrist.

"This is the Ultimatrix, a device built by the smartest being in 5 galaxies. It allows me to transform into every sentient species in my galaxy. I got the prototype, the Omnitrix, when I was 10 and used it to become a superhero. Then a year ago I got this new version, and have been using that ever since."

"How many aliens can you turn into?" Iron Man asked, getting interested in the device.

"So far I have access to about 80, I'll be honest I've kind of lost count, but fully unlocked I have access to over a million aliens."

This comment once again left everyone in shock and also made the S.H.I.E.L.D Director worried, it seems that this kid could have more power than most of the metahumans on the planet, and from the transformations he's seen so far, that idea that he could have stronger transformations, he could have enough power to rival both the Hulk and Thor at the same time. This only made the Director of S.H.I.E.L.D more anxious to have this kid in S.H.I.E.L.D custody rather than leave him with an unstable group of superheroes (even if he was intrigued by this Avengers project). However one thing did catch his attention.

"I'm finding it hard to believe that someone like you exists as I've have never seen anything like you" Fury stated. "You also said 'your galaxy' what did you mean by that" he asked

Now it was time for the wielder of the Ultimatrix to drop his biggest bombshell. "It means that I'm not from this Universe"

That left everyone speechless so the Ultimatrix wielder continued telling them how he came to this Universe, ending at his arrival to the downed Hellicarrier.

Nick Fury, then pulled out a phone, hit a couple of keys then pushed it across the table to Ben. "Then I guess this is yours," he said.

Ben looked at the phones screen at the image presented, then his eyes widened. It was a picture of his car being loaded into a SHIELD transport.

"My car. Where did you find it?" he asked in surprise.

"A mile away from where we first encountered you." Fury replied. "My best tech agents couldn't get passed the security on it, several of them got some nasty shocks."

_Not surprising, it's equipped with some of the best alien tech in my universe._ Ben mentally smirked.

"Once were done here, I'll have it shipped back to you." Fury promised, Ben nodded gratefully, even though he wasn't thrilled to have those memories back.

"So you basically have nowhere to go," Ant Man stated, returning back to the original topic.

Ben nodded. The heroes all looked at each other, the only one who really new what it was like to have nothing was the Hulk, who was actually feeling a sort of kinship towards the young hero, especially if he was avoiding S.H.I.E.L.D like he was.

Before Fury could question him more, Wasp spoke up "Well don't worry. Now that you're with the Avengers you can just stay with us. " She quipped cheerfully.

This made the teens face turn dark. "I'm not with you," he said much to their surprise. "I only helped you cause I didn't know what else to do, now that the crisis is over…" he left the sentence hang.

"The crisis is far from over" Thor stated seriously.

"Yeah, there are still 74 villains out there." Iron Man added. "And it took all of us to take down Graviton."

"You would have been able to take him down without me" Ben replied modestly.

Iron Man throught for a moment "Maybe, but it would have taken a lot longer and probably half the city could have been torn down before we took him down." He then stared Ben straight in the eyes.

"Face it kid. We need you"

Ben closed his eyes and looked away for a moment. "I'm sorry. But I cant be a hero again."

"I don't get it" Wasp looked confused. "Why don't you want to be apart of the team or even a hero?"

"Because I just cant. I can't be a hero again."

Almost everyone present looked confused at this statement, Thor however thanks to his centuries worth of experience, saw something in the young mans eyes, pain. The Asgardian had seen that haunted look many times in the battles he had fought before, what had this boy seen that could have given him this feeling.

Ben continued, "A week ago, one of my enemies attacked my home. Short version, my Parents, Aunt and Uncle, Grandfather, Cousin, Best Friend and Girlfriend, all of them dead." He stopped for a moment as he chocked back some tears. "Everyone I ever loved is dead, and its all because of this stupid thing on my wrist."

The heroes all looked at Ben with sympathy, some of them had seen death before, but none of them, except Thor, had suffered the loss of a family member. That's the kind of pain no one should suffer, especially someone as young as Ben.

"So I'm sorry but I cant join this team."

"Then I suggest you come with me," Nick Fury said, as he got up from his seat and walked up to the teen. "We can't risk a device like yours fall into the wrong hands. So until further notice I'm gonna place you in SHIELD custody and…"

"And then what" Ant Man interrupted, "Your gonna make him into one of your stone cold agents, or maybe you will just take the device from him"

Ben moved his hand over the Ultimatrix while glaring at the S.H.I.E.L.D

Director, no way was he letting them get their hand on it let alone him.

Nick Fury stared hard at the other heroes "The power he has, must be kept safe, if your not with the team then your gonna come with me."

The Director of S.H.I.E.L.D advanced towards Ben, The teen prepared himself to activate the Ultimatrix in order to fight him off, he had enough experience to know that if he wouldn't come willingly, Fury would try to take him by force. Before the wielder of the Ultimatrix could activate the device, a large green figure stood infront of the teen, towering over the S.H.I.E.L.D Director. Fury looked up to see the Hulk glaring down at him.

"Not gonna happen," he snarled at Fury. Nick Fury then began to reach for his gun, but then Thor stood beside the Hulk, Mjolnir griped firmly in his hand.

"T'would be wise to listen to the Beast" Thor added, giving Fury his own glare.

Soon the other heroes stood infront of Ben, all glaring at Fury to back off.

"Their right" Iron Man said, "Bens with us. You're not taking him anywhere"

"He just lost his family" Wasp added rather furiously "He's got to have time to heal, and your just gonna ship him of to a facility like a dog. No Way!"

Ben couldn't believe this, these were people head only just meet and yet they were all standing up for him like they had known each other for years.

Fury held his position for a moment; the Avengers kept glaring at the Director, Hulk almost daring him to give him a reason to smash him. He then decided that fighting a group of superheroes wound be bad for his health so he put his gun away.

"I'll give you 24 hours for you to decide what you're going to do" he said to Ben, "after that…" he let the threat hang.

He then turned around and left the room. The heroes then relaxed and faced each other. This was going to be a long 24 hours.

* * *

><p>Later at night most of the heroes had gone to their homes and Tony Stark had given Ben, along with Hulk and Thor, a guest room in Stark Tower in order to give Ben the space he needs to come to his decision, in their minds it was completely unfair on the teen, but it was the hand he had been dealt, next time Fury comes he will bring an army to take Ben and quite possible the other heroes if they protect him which is the likely out come.<p>

Ben new that he couldn't let the others be brought in with him, like Tony said, the world needed them, with 74 supervillain loose the world needed a team like the Avengers.

Ben sat in his assigned room, he couldn't sleep as the nightmares he had been having along with the situation before him caused sleep to allude him. The teen had be told by J.A.R.V.I.S, Tony's personal A.I butler, that S.H.I.E.L.D had dropped off his car in the towers garage, which Ben wasn't to thrilled about. Maybe he could use one of his aliens to get out of the city. No Fury probably has the entire tower under surveillance, as Tony described it, "He's a spy Ben. He's _the_ spy. His secrets have secrets." This meant that any escape attempt would be difficult.

Another reason he could leave yet was because of his car, while to Ben it was full of painful memories that he would eventually destroy, but to a group like S.H.I.E.L.D it was a mass of alien tech practically gift wrapped for them to make weapons out of, and could not let them have it, any one of those items could provide anyone with extreme amounts of power should they get their hands on them. He had to destroy them for his sake and for this worlds.

He left his room and walked down the corridor towards the elevator, he might as well get this over with.

As he walked Ben noticed a light on in one of the rooms to the side. He peeked into the room only to see Thor sitting on a couch, that was present in the room. The Asgardian noticed Ben through the corner of his eye and looked at the teen.

"Greetings young Ben" Thor smiled, "What troubles you?" he asked with concern in his voice.

"I don't sleep well anymore" Ben replied, "When ever I sleep I have these nightmares and I see my family dead right before me" he bowed his head as the Thor watched his with sympathy.

"I understand the feeling" Thor said, this caused the Ben to look at him in surprise. The Prince of Thunder continued, "In the many sieges of Asgard, I have fought countless battles, and have also lost many friends whom I have considered family. I even lost my own mother in an attack." He paused for the moment as the memories came back to him.

"How did that not tear you apart?" Ben asked his pain starting to surface in his voice. "How did the knowledge that with all of your power you still couldn't protect the people you love?" Ben closed his eyes, tears starting to fall from them. "Its just not fair."

Thor then leaned forward and stared contently at his young friend. "I rejoice in knowing that they had lived a glorious life and are now resting in the great halls of Valhalla, for they would not want us to morn their lives, but to celebrate them. Treasure the memories you have of them to keep them close to thy heart."

Ben blinked back a few tears as he listened to Thor's words. He then got up and walked away from the Prince of Thunder.

"Where is thou going?" Thor asked.

"There's something I need to do" came Ben's response. The only way he was going to see if Thor's words rang with any truth, then there was only one way to find out.

Ben walked into the elevator and hit the garage button. In a couple of seconds there came a ding and the doors opened, revealing the vast cave system that was the Stark Industries Parking lot. Ben noticed an abundance of sports cars were parked in there, obviously Tony's as the man did give of the vibe of the eccentric billionaire.

After a while Ben finally found what he was looking for. He looked upon the green and black paint scheme of his car, the very thing he was going to destroy. Ben went around back and placed his Ultimatrix close to the car, the dial blinked and the car responded with a beep, signaling that the security systems were deactivating. Ben proceeded to open the trunk, revealing the souvenirs and memories that gave him so much pain. For a moment they still did, when he looked at them he saw the dead bodies of his loved ones again and thought about how helpless he was to save them.

But then Thor's words echoed in his head '_Treasure the memories you have of them'._ Suddenly Ben's mind filled with all the adventures he had shared with his family, each item he saw reminded him of the adventures he took in order to acquire them, the friends he'd made, the people he saved. He realized that the Asgardian was right, these memories were not meant to remind him of the pain and suffering he'd endured, but the good times and days were he stood up for what's right and defended the innocent. To destroy these treasures would be like killing them all over again.

Ben picked up his jacked, it was a birthday present that Gwen had given him when he was 15, he'd always worn that jacket every time it was 'Hero Time' and had become a signature trait of his.

Hero Time.

Ben was still unsure about being a hero again, the fear of failing again and losing someone else he cared about filled him with fear. But then if he hadn't acted the way he did today, it was quit possible that many people could have died. Wasp might have been to late to save Hank, Tony could have been lost in space, Hulk could have been crushed by Gravitons power (thought that could be debatable), and without Gravattack the heroes might have never been able to break free of Gravitons force.

In a way Tony was right, without him Graviton would have caused much more damage before the other could have taken him down. And with 74 other villains out there, they needed all hands on deck.

Ben gazed at his jacket once again, eyeing the white 10 on the left side, as he came to his decision.

* * *

><p>The mourning came with tension in the air, Ben hadn't come out of his room and the heroes along with Nick Fury, sat in Tony's office awaiting the Wielder of the Ultimatrix and his decision.<p>

Before the S.H.I.E.L.D agents arrived Thor had told the others about his discussion with Ben last night.

"…Then he stood, and walked out of the room, announcing that he there was _'something he needed to do" _Thor finished explaining.

Tony, now wearing civilian clothes, checked a hologram in front of him. "Security footage shows Ben heading to the garage last night."

"You don't think he left do you" Janet asked clearly worried for the teen.

"No, there are no signs that his, or any car left the garage." Stark replied.

"And knowing S.H.I.E.L.D they would have been watching all night to make sure he didn't sneak out with his aliens" Hulk finished. He had plenty of experience with S.H.I.E.L.D and the Hulk Buster Unit tactics, while being hunted by them.

The others looked at him for a while, some of them still surprised that the Hulk isn't the mindless monster the were all told he was, then looked at each other, contemplating on what decision Ben will make. While only knowing the teen for a short time, they all saw the kind and noble person he is and how much pain he is in. If Fury and S.H.I.E.L.D tried to take him by force, then they would stand by him. He fought with them and saved each of their lives at one point during the fight, whether he wanted to be a hero or not, would always consider him an Avenger.

Back in present time, the group waited in awkward silence while they waited for Ben. A couple of more moments past before Tony tried to break the ice.

"So Fury, ever considered putting airbags on the Helicarrier? It might make it easier to prevent it sinking all the time."

This earned a sinker from Wasp and Hulk, while Fury only glared ahead.

Tony was about to try to really get under Fury's skin, when a door opened and Ben walked in. this time the teen was wearing a green jacket, with a white number 10 on the upper left side of the chest.

The Wielder of the Ultimatrix took a breath, and then gave a small grin. "Is that team offer still open?" he asked Tony.

The billionaire grinned but, before he could answer, Hank walked forward.

"Are you sure about this?" he asked the young hero. "After everything that has happened to you?" he wasn't trying to dissuade the boy, he just wanted him to be sure about what he was doing, he especially when SHIELD was involved, he would not let them make a weapon out of this boy if he could do anything about it.

Ben sighed as a sad expression crossed his face, "Im gonna be honest. Part of me will never get over what happened, I mean how could anyone get over losing everyone you ever cared about." Everyone looked down for a moment, even Fury's expression softened slightly.

Then Ben looked back up, his grin slowly returning. "But my Parents and Grandpa always taught me to do the right thing and help those to the best of my abilities." He straightened up and gave a sense of determination. "So if I turn my back while all those villains are out there, I'd be forsaking everything they stood for. Plus from the way Graviton was throwing you around yesterday, it looks like you need all the help you can get." He joked.

The heroes all smiled, Hulk scowled, at the young heroes spirit. Thor especially was proud of the fire the teen possessed; any warrior on Asgard would be honored to fight beside such a noble hero like him.

The heroes all gathered around the teen, shaking his hand and even clapping him on the back, Hulk did the later, which almost sent Ben out the window. Wasp gave Ben a hung of enthusiasm, making the teen blush.

"Alright!" she squealed in excitement. "With you on the team the Avengers will be unstoppable."

Ben couldn't help but smile, Janet's enthusiasm was just so addicting.

However a cough caught the now fully established Avengers. The heroes turned to Fury, who kept a calm demeanor throughout the entire scene, he got up from his chair and walked up to Ben until he was right infront of the teen.

"I'm not gonna lie" he said calmly "Having someone like you running around with a bunch of unstable vigilantes raises a lot of red flags in my book." He held eye contact for a moment, looking right into Ben's eyes as if looking for something. If he was it seemed like he found it, as his expression lightened up.

"But from what I've seen so far, you seam to be on our side."

This shocked everyone, Fury continued. "You've got the right stuff kid, and if you've been doing this as long as you say you have, then you might be able make this work." He then looked to the other heroes. "This team might just be what the world needs, Earths mightiest heroes assembled against a common threat."

With that he began to walk passed the heroes, even though he looked like some grand opportunity just slipped through his fingers. When Fury reached the door, he turned back to Ben.

"While I will give you a pass today Tennyson, don't think your off scot free. Until your little alternate universe story checks out I got my eye on you."

_Shouldn't be hard._ Ben thought_, he's only got the one._

He then closed the door, leaving the Avengers alone.

"I gotta admit." Tony said. "I'm a little surprised Fury let you join us."

Thor nodded in agreement "Indeed, I thought that he would attempt to further persuade young Ben to join him."

"Don't forget that Fury will still be watching Ben, we'll have to be carful so SHIELD wont think that Ben will be a threat." Hank added. Hulk only grunted in agreement.

"Don't worry." Wasp said. "I'm sure if SHIELD tried anything Ben could just turn into one of his aliens and beat those guys up." She then turns to the Ultimatrix Hero. "Can you show me all your aliens? Please Please Please" she begged with big puppy dog eyes.

Ben was starting to realize that it is going to be really hard to say no to her.

"Maybe later Janet" he said, as she looked like she was going to burst with excitement at any moment.

"So, I guess we're officially a team now?" Ben asked. Tony nodded with a smile as the realization soon dawned on everyone else. "Sweet, does that mean we get T-shirts with our logo on it or a huge secret club house and our own personal signal in the sky for people to call us when needed?"

The older heroes all chuckled at Ben humor, they could tell that Ben was far from being over his family's death, but they could all see that he was willing to fight on.

"Take it easy Ben" Tony said with his hands up to calm him down "I've actually got a few things in mind. But it will take a while."

Ben then thought for a moment, and then brightened up. "Hey how about a battle cry. Something for us to say when its time to go hero." the others looked at him in confusion, only Wasp seemed enthused by the idea.

Ben then placed his finger on his chin "Hmm, Hero's Unit. Nah. Avengers Together. No that wont do." The said. The team chuckled at the young heroes immaturity, when suddenly Ben thought about what Fury said about them.

"I got it!" he yelled, and then took a heroic pose, raising his Ultimatrix to the roof "Avengers Assemble!"

The team then pondered for a moment.

"That's actually of a nice ring to it" Tony stated.

"I agree," said Thor "Tis a mighty phrase to announce."

"Well we are Earths Mightiest Heroes" Wasp added. Hank, while unsure, nodded in agreement

"Sounds good to me" Hulk said gruffly, like he couldn't care less, but Ben could see a small smile on the Jolly Green Giant.

"I guess we should make it official," Tony said raising his own fist alongside Ben, followed by Wasp, then Hank, after receiving a look from Janet, Thor joined his fist as well. The group then looked at Hulk, who looked like he didn't want any part in it, but then shrugged and raised his massive fist.

And on that day the Avengers were born.

"AVENGERS ASSEMBLE"

* * *

><p><strong>So Ben is now part of the team, I know this might seem a little rush and some of you are wondering, "Oh, Ben joined to soon he need time to heal." <strong>

**Well you may be right. But think about this, he has the most powerful device in the universe (Second in the Marvel Universe, arguably third but who cares) and what dose SHIELD do with powerful devices? Lock them away and study them. So in that sense Ben was between a Rock and a Hard Place, and I had to have him join the Avengers cause that the whole point of this story.**

**Yes Ben has his car and souvenirs in this Universe, trust me when I say they will be featured in this story, I have also added some nick nacks to the collection cause I thought they were to cool for ben not to have. **

**Ben coming up with the team catchphrase, well I thought that would better cement his place in the team thats all.**

**Finally the debate on who will be Ben's love interest. To be honest people I did originally have a person all figured out for Ben, even made a start on the chapter when they first meet. However I now realise that there are two others who would also be compatible with Ben. So I shall put up a poll for these three ladies and then we will see who Ben's Love interest will be. **

** Marvel**

**2.X-23**

** , from Agents of SHIELD (If you have seem the show and know her real name please don't spoil it for everyone who hasn't seen the show)**

**The poll will be up in a day or so and will be taken down in three weeks.**

**As always if theres any advice you wish to give me, Story, Grammar etc, I will gladly accept any help I can get, I still consider my self a Rookie in this, even though I'm a Captain.**

**Until next time, CaptainRex75 out. **


	4. Chapter 4

**DISCLAIMER: I DO NOT KNOW ANYTHING, NOT BEN 10 OR AVENGERS EMH.**

**Announcement**** the Poll is up, I have seen that a few people have already voted which is great but I need more people to vote. Some people have sent me suggestions for other heroins especially Wasp. First of all Im more of a fan of the Ant Man/Wasp pairing, I know that some of you think that Hank is an idiot for not noticing Janet but lets be honest people that is pretty much every guy, think about it, guys go for girls that are way out of their league and any girl that shows an interest in them they are completely oblivious. Don't think your above that any guy can deny it but truth is you could be out right now and have a girl checking you out and have absolutely no idea, trust me on this.**

**Second, not sure if I've made this clear but Im not just new to Fanfiction writing, but writing in general. The only women that I feel I can properly portray in this story are the ones i have put in the Poll. So please respect my decision and cast your vote.**

**Ok I've rattled on for too long, enough talk and one with the show. **

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><p><strong>Chapter 4: Some Assembly Acquired<strong>

**New York City**

The city of Manhattan bustled about under the midday sun. People walked about doing their usual activities, however some gave some weary looks as they past a particular group of people.

One was a woman of average build with red hair and green eyes, wearing a business suit and skirt. She was also holding a data pad in her arms. This is Pepper Potts, personal assistant of Tony Stark and friend.

Next to her was a giant green muscular man, wearing torn purple pants. This is the Jolly green giant known as the Hulk, Strongest One there is (as he puts it)

The third person was the most bizarre, even when next to the Hulk, it was a being that looked like it was made of diamonds, it had a body made of purple rock, its arms and part of its head were made of diamond, it also had two large diamond shards coming out of its shoulders and two smaller shards sticking out of it chest, at the center of his chest was the Ultimatrix dial. This is Diamondhead, one of the many forms of Ben Tennyson, who had been insistent of keeping his identity a secret, even though the other heroes seemed to not follow this trait, he didn't want a repeat of what happened in his universe.

The three were standing in front of a gate to a large mansion. Tony Stark aka Iron Man had asked the team to gather at the address for something that he had prepared for them. so far only Pepper, Hulk and Diamondhead had shown up and were now waiting for the others, Hulk rather impatiently.

Pepper looked at her wrist to check her watch then looked at the two heroes. "Well, thank you two for actually being on time. Unlike the others." She said, with both gratitude and annoyance, the later no doubt for Iron Man who was always late to every meeting he's ever had, some he doesn't even show up to at all.

"No problem" Diamondhead replied "Though my watch doesn't even tell time and yet I still got here five minutes early."

Hulk just grunted in annoyance with his arms crossed and his signature scowl on his face.

While the group waited for the rest of the team. Diamondhead thought about what has happened over that last week. So far the teen hero had been staying at Stark Tower along with Thor and Hulk, who butted heads even more than he and Kevin did when they fist stared out, Ben had to play peace maker for them in order to keep them from going beyond taunting words or threats.

Also the Avenger's took down a Villain named Mandrill, a baboon like villain with strange pheromone powers, who was trying to rob a bank. While he was confident he could take down both Wasp and Iron Man himself, his confidence folded when he saw the other heroes and surrendered immediately, which was sadly anti climactic for Ben, but it still strikes another name of the villains list.

"One down, 73 to go." Ben said to himself

Also while he was there Ben used the time to get to know his new teammates, he would share some of his stories with them and they would do the same. It felt good for his to talk about his past; it made it easier for him to thing about it without tearing up, even though there were still moments that haunted him. These talks allowed the teen to better know his fellow Avengers.

First was Tony Stark/ Iron Man, the self proclaimed Team Leader, at first glance Ben didn't think that Tony was really the hero type. A billionaire playboy, with an ego bigger than Way Big, did not seem like the most suitable person to lead a team; in fact the only reason Ben believed he was even in charge was because he was personally financing the team. Also the fact he was a billionaire and had a powered suit of armor made him very similar to Bens past villain Captain Nemesis - who also started as a hero before his ego turned him villain - that made Ben want to keep an eye on his 'leader' in case his paranoia turned out to be true.

But as Ben read his file, apparently Tony was a weapons manufacturer, who built advanced and powerful weapons of mass destruction. However in one trip to the Middle East, he was attacked and kidnaped by a group of terrorists using his own weapons and was forced by them to build new weapons for them. The attack had apparently caused shrapnel to be imbedded near his heart and an electromagnet was used to keep it at bay. After months of imprisonment Tony was able to use the parts he was given to build a miniature self-sufficient energy source called the Arc Reactor to power his heart. Then with a new drive Tony built a suit of armor and escaped his captors. Since that day Tony shut down the weapons devotion of his company and devoted himself to finding the weapons he's made and destroying them. a quality that gave Ben respect for the Armored Hero.

Next was Thor, Ben found his to be quite likeable, even though his medieval ways were kind of odd. He was also curious, as this was apparently the actual Norse god of thunder. Apparently Thor lived in an alternate dimension, or realm as he called it, called Asgard. There Thor lived with his father Odin and adopted brother Loki. Apparently Thor used to be very brash and cocky like Ben when he was younger, thankfully Ben had matured over the years, and went to a place called Jotunheim, home of the Frost Giants, against his father's orders. As punishment Thor was striped of his powers and banished to Earth, more specifically New Mexico. With his powers gone Thor had to learn how to respect to other beings of the universe. Then Loki was revealed to be a jealous evil being and tried to over throw Asgard. Thor was able to return after regaining Mjolnir and defeating his stepbrother. The two had been fighting ever since. Now Thor considered Earth to be under his protection and has done what he can to protect it, which Ben thought was a very honorable.

Then came Ant Man and Wasp, who Ben considered to be 'fish-out-of-water' in the hero business. Henry, or Hank, Pym is a scientist for starters. A genial absent-minded professor and pacifist, he would rather use reason with and rehabilitate villains rather than resort to violence. He discovered a group of unstable particles, known as 'Pym Particles' that can allow anything they touch to either grow or shrink at and alarming rate. While shrunk down Hank developed a cybernetic helmet that allowed him to communicate and control ants and other forms of insects. In Ben's mind Hank was not the kind of guy he would see being a superhero; he hated violence and he was more focused on finding ways to help the villains, which Ben thought was a good idea, he would sometimes do it during a fight instead of just taking the bad guy down and worry about rehabilitation later, that what prison is for.

Then only reason Ben thought that Hank was even part of the Avengers was because of Janet/ Wasp, which has lead Ben thinks that there is something going on between the two. Ben liked Janet, in the week he's been in this universe she had been like a big sister to him, hanging out with him, talking to him and even took Ben to the mall to get him some new clothes, Ben even found a Smoothie joint much to his joy. She had even offered for Ben to stay at her penthouse apartment, but he turned her down, saying that he was still adjusting to his new surroundings.

Janet Van Dyne is Hanks business partner and fashion designer, she underwent a similar procedure with Pym Particles that allowed her to shrink, however she can do it at will while Hank is limited to his belt, and grow insect wing and fire bio stingers. So far what Ben had seen is that she only wanted to be a hero for the thrill of it. Also much like Ben when he was younger so he found her relatable in a quirky sort of way.

Lastly there was the Hulk. Ben got along ok with the green giant, as he was the only one Hulk didn't threaten to smash every five seconds, and Ben thought he was nothing more than a green human version of Rath, a bruiser that thought that every problem could be solved by hitting it. But as Ben read his file he saw there was more to it.

Hulk used to be a scientist named Bruce Banner, another scientist that was an expert in Gamma radiation. He worked with the military to try and create a new version of 'Super Soldiers' for a man named General Ross. Banner was so sure of his experiment that he tested it on himself; the result turned him into the Hulk, which everyone considered a mindless raging beast. Apparently Banner turns into Hulk when he's angry and the Hulk is basically rage personified, again similar to Rath. Ever since the military had tried to capture the Hulk so they could turn him into a weapon. After an incident in Harlem, New York, Banner found a way to influence the Hulk and convince him to be a hero to show the world that he isn't a monster. Ben had to relate to this as Will Harangue had made Ben out to be a one-man alien invasion for a majority of his hero career and he had plenty of experience with people trying to take his Ultimatrix and turn it into a weapon.

All in all the Avengers seemed like a bunch of mismatched unstable heroes, but Ben still thought that they could all work together for the greater good.

A moment passed by before Diamondhead saw the outline of a familiar Asgardian warrior flying towards them. With a huge grind Thor landed on the sidewalk.

"Ho, Miss Potts! Hulk. And Diamondhead" Thor greeted, making sure to used Bens alien name as the teens insistence of a secret identity was confusing to the Prince of Thunder.

"Tis good to see you again. Are you ready for the upcoming battles?" Thor asked with joyful enthusiasm

However the Hulk did not mutually receive that joy "You ready to get a watch?" he asked in annoyance.

"Seriously dude" Diamondhead added almost as annoyed as Hulk, "we've been standing here for half an hour. Where were you?"

"We're here." Came the cheerful voice of Wasp as she flew into the center of the group at eye level. "Sorry we're late. I had to tear Hank away from his lab." She apologized.

Ant Man then appeared in a yellow light, having grown back to his normal size. "It was an important experiment." He defended as he adjusted his helmet.

"Friend Pym, I did not see you there." Thor said surprised "I expected you to be giant."

"Really? Why?" Ant Man asked in confusion.

"Thy giant self seems more useful."

"Well, actually…" Diamondhead began to say, as he new from experience that being small had it advantages, when he was interrupted.

"Where's Stark?" Hulk burst out, his patience already wearing thin for being made to wait so long.

"Sorry. Sorry, everyone." Iron Mans voice rang out as he came into a landing near them, then taking of his helmet. "I got caught up in a meeting." He tried to excuse himself, only to receive a look from Pepper, who new him all to well to know when he was lying.

"Uh, actually, I missed that meeting, too." He guiltily admitted, before turning to his team.

"Anyway, thanks for coming and welcome to Avengers' Mansion."

Iron Man gestured to a massive mansion that was beyond the gate that the heroes were standing in front of. It was a large four story building, with a kind of old style architecture to it.

"This was my…" Iron Man began to say until the Hulk, who was now sick of waiting around, smashed his fist into the gates, blasting them of their hinges with a loud crash. Hulk then walked through the destroyed gate and up to the mansion.

"You know, that was really rude." The Iron Avenger commented with a startled look on his face.

"What do you expect from making him wait for so long" Diamondhead joked as he soon followed the Jolly Green Giant, the others not two far behind him.

The Avengers and Pepper now stood in the mansions main hall, which was massive, with white marble columns and a grand staircase that lead up to the next level of the house.

Since they were now away from the public eye Diamondhead slapped the Ultimatrix dial, returning to human in a flash of green light. Ben then stared to look around the mansion, as did the other Avengers. Thor was looking at what seemed to be a terminal in the wall.

"_Greetings, Thor Odinson."_ The Asgardian reeled back in shock as a British voice spoke out of the terminal as the optic in the center lit up.

"_May I offer you a drink?"_ the terminal asked the confused Thor.

"What manner of palace is this?" the Asgardian in question asked Iron Man, still disturbed that the 'wall' was talking to him.

Tony smiled as he explained. "This was a museum for the Maria Stark Foundation, my mother's home. I've had it upgraded since the breakout.

I thought this could be our headquarters."

"Swanky." Wasp said as she flew throughout the massive house.

Stark continued. "The mansion is run by J.A.R.V.I.S, my personal artificial intelligence. Anything you need, J.A.R.V.I.S will provide. Say hi, J.A.R.V.I.S."

"_Indeed."_ Came the voice of the A.I as his terminal lit up again.

Tony the began the tore of the mansion, explaining in detail everything that place has for the team. The first stop was the kitchen.

"We've got a full kitchen. Chef on call." Tony explained. While that happened Wasp flew over to the Hulk, who had his head in the fridge, and landed on his shoulder. There she got a front row seat at the Hulk pigging out on all the food that was in there. A look of disgust crossed her face when Hulk let out a large belch, something that made Ben snicker a little.

The tore then went upstairs where Stark showed the heroes the living quarters.

"There are 12 bedrooms, maid service, laundry, room service, a theater/lounge, satellite TV and movies, every form of video entertainment on the planet." Tony then turned to Ben "I also thought this would be a better place for you Hulk and Thor to live, as I know Stark Tower doesn't have a very homey feel to it."

Ben couldn't help but feel grateful to Stark; this man had not only put together a HQ for the Avengers but even a new home for him and the others. He had to admit the tower wasn't exactly the best place to live. His room was cramped and there were business workers walking around everywhere. This place provided so much more space for him and it did have a more homely feel to it.

The Avengers then made their way into what appeared to be the main lounge area. With a large couch and a fireplace. Janet and Ben both sat on the couch; Janet grabbed a remote and pushed a button. A painting that was on top of the fireplace slid up revealing a 90-inch plasma screen TV, both heroes grind wildly at this.

"Are you serious, Stark?" Ant Ma asked. "This is what you spent a week preparing?"

"Uh, no, I haven't gotten to the good stuff yet. You're going to need these." Tony replied, he then reached into his pocket and pulled out several items that looked like cards. They were the size of a credit card, with a large blue A in the left side, on the right corner there was a small black screen with an image of each Avenger on it.

"These ID cards are linked to the Stark entry satellite network, and will keep us in audio and video communication anywhere in the world. They also give you full access and control of the mansion."

Ben examined his card with both amassment and disappointment as something he had made with one of his brainy aliens seemed to be been made useless now. Ben looked up at Iron Man.

"So dose this give me a discount anywhere," Ben joked.

Iron Man only rolled his eyes at the comment. The other Avengers examining their cards as well, Ben then saw Pepper rather hesitantly holding a card out to the Hulk.

"I can show you how it…"

"You think I can't figure it out?" Hulk snapped as he snatched the card out of the small woman's hand.

"I'm sure you can." She replied holding her hands in a placating gesture.

Ben mentally sighed, obviously being hated and hunted for so long, Hulk was obviously not used to people being nice to him. Hopefully being on a team like the Avengers will help with that.

Thor, however, narrowed his eyes at the green giant, and then marched up to the Hulk until he was right in front of him "T'would be wise to treat the lady with respect."

"Which lady do you mean, Blondie?" Hulk shoot back, referring to Thor's long blond hair, the tension in the room began to rise as the two powerhouses squared of.

A throat clearing got their attention as Iron Man walked over to a terminal, held up his ID card to it and with a beep, followed by the sound of machinery moving, the fire place opened up revealing a hidden elevator entrance.

Wasp's eyes lightened up as she shrunk back down and flew towards the elevator. "Nifty."

The team filed into the spacious elevator and began to descend. A moment later and the saw a rather impressive view, the elevator shaft opened up into a massive underground chamber, at the center was a large pyramid like structure made out of a black metal.

"And voilà, the sublevels." Iron Man said.

When the elevator stopped, the Avengers pilled out and saw the massive area; it looked like something out of a science fiction movie, as there were many high tech gadgets everywhere.

Iron Man proceeded with the second part of the tour. "The mansion's got a beyond state-of-the-art science lab, space for Hank's modular labs, as well as my armory."

Ant Man stopped to look at his workspace; while he didn't admit it he was a little impressed. However Hank was one of the few people who didn't think the Avengers would work as a team. Just cause someone says they're a team, doesn't mean they are one. It takes trust and for a bunch of strangers like they are, trust is a hard thing to come by.

The Avengers soon entered another room. This one had a large platform above a large open space, surrounded by glass walls and roof. But what really caught their attention was the large body of water that filled the bottom of the pool, easily 100 meters long.

"Wow, big pool." Wasp commented.

"Took the words right out of my mouth" Ben said.

Iron Man smirked "Actually the pool's on the roof." As the sound of machines moving rang through the area. Suddenly the 'pool' split in half, revealing a space under it. Out from the space came a large high-tech aircraft. It was mostly red, with some white on the sides, and looked very streamline.

"This is a full-functional hangar with two prototype high-speed aerial shuttles. The Quinjets." Tony stated, as several hatched on the Quinjet opened up to reveal a mass of weapons, and a semi visible force field covered the entire craft.

"Weapons, shields, and an air speed of Mach 8 for those of us who can't fly." This earned Iron Man a glare from both Hulk and Ant Man. "But they can go into space, too." He quickly added.

"Then there's the training room." He said as he turned and began to walk out of the room.

"What? Like a gym?" Ben asked.

"Well, kind of." Stark replied with a mischievous grin, making the other heroes a little nervous.

A couple of moments later the Avengers were all in different sections of the training area where they quickly discovered that it wasn't a gym, it was death chamber.

Literally everything in that area was trying to kill the heroes. Wasp flew down a dark corridor, with several missiles being fired at her. She dodged two of them, which exploded behind her, but the third one exploded a little to close. The shock wave sent her into a raised platform, she floated there for a second before another missile platform rose out of the ground infront of her and fired three more missiles at her. She didn't even hive time to react, however before they got to close, a trio of repulsor blasts destroyed the missiles, cortices of Iron Man. The Armored Hero landed infront of Wasp and pointed his arm at the platform, a section of the armor on his forearm raised revealing a small missile. The mini rocket fired and destroyed the missile platform in a massive explosion. The two heroes took of as more weapons unfolded from the walls.

Elsewhere Ant Man walked in a dimly lit room; suddenly the lights brightened and metal tendrils shot forth and entangled the size-changing hero. He struggled for a moment before he managed to reach his belt, in a flash of yellow light Ant Man shrunk down to ant size and escaped the tendrils. He only made it a few feet before the floor opened up and swallowed him, the floor then closed back up to seal him in. however a rumble went through the room as the floor then exploded revealing a ticked off Giant Man whose upper torso was the only part of his visible in the room.

In the next chamber Ben was running for his life. The corridor he chose released a bunch of small flying drones that fired energy beams at him.

"Tony! This is me not laughing!" Ben yelled as another beam of energy cut passed his.

He rolled out of the way and slammed the dial down of the Ultimatrix "DIAMONDHEAD" the alien shouted.

The transformed teen turned to face the squad of drones as the released another barrage of laser blasts at him. the energy didn't even phase his, some where even reflected of his diamond skin. Diamondhead pointed his arms at the drones and fired a barrage of diamond shards at the incoming drones. In a few seconds the remains of several shredded drones were littered across the floor. Diamondhead then continued to the next chamber to see what other death traps Tony had installed for them.

Thor wasn't having much fun either. He was currently in a long cylindrical corridor with several rotating arms with large wrecking balls on the end. The Asgardian tried several times to maneuver through the, but each time he tried he was immediately slammed by one of the balls and sent into a nearby wall. Eventually Thor got fed up and with a mighty yell he charged at one of the arms and slammed Mjolnir into it, separating the ball from the arm and sending the ball through several walls of the training rooms, almost hitting Diamondhead in the process.

"Hey I'm walkin here!" the transformed teen yelled, shaking his diamond fist at the Asgaridin. The hero in question merely scratched the back of his head in embarrassment.

The Hulk didn't even bother to do anything in his room, he just stood in the center with his arms crossed looking bored and unimpressed at the task he was given. At the end of the corridor a series of thick steal doors were slamming shut one after the other, each one getting closer and closer to the Hulk. The green giant didn't move an inch as the final door slid forward about to crush its victim. However instead of crushing it target like it seamed, the Hulk actually held the doors back, with his large arms pushing the doors apart with tremendous amounts of strength. The pressure being built up seemed to be to much for the machines, and with a mighty shove, the door and the devices controlling it, were hurled through the wall into the adjacent room, where Iron Man and the other Avengers soon entered, some looking a little exhausted. Wasp flew over and landed on Diamondhead's shoulder and leaned against his head. Diamondhead himself was still panting form all the drones and other dangers thrown at him.

"Is that the best you've got, tin man?" Hulk smugly yelled at Iron Man, clearly proud that he just wrecked the devises meant to test him.

"It's self-repairing. Thanks for asking." Iron Man replied as he floated over the wreckage. He then smirked under his helmet. "By the way, that was level 1 of 10."

Diamondhead let out a groan as he turned back into Ben. He then turn to Wasp, who was still on his shoulder. "I don't know what will kill me first. The villains or the gym." Wasp only panted in agreement.

After some time for the heroes to catch their breath, Hulk and Thor were the only ones who didn't, as they didn't even break a sweat during the training. And now they entered a large room

"And this is the assembly hall" Iron Man stated.

The walls were all black and shiny and the roof seemed to go on forever. At the center of the room was a large round table, with red on the outer ring and blue in the middle and a large A positioned on it, the a that's on the Avengers ID cards.

"All the money you've thrown into this is very impressive, Tony." Ant Man said, though his tone said otherwise. "We're you bored? Are we your new pet project? Why are we here?"

"Oh, that's a good question. Kind of angry, but that's okay." Iron Man replied as the team gathered around the table.

"JARVIS, bring up the most wanted list."

A large hologram appeared from the table, showing the faces of all the villains that had escaped during the break out. Some were familiar to Ben, like Graviton and Mandrill, while the rest were a mystery, he'll have to do some research in his down time.

Iron Man continued, "74 supervillains escaped on the day of the breakout. Graviton is being held by SHIELD. We caught Mandrill, but we've got more work to do."

"Is there any word on how these bad guys all escaped?" Ben asked. From what he learned, there were 4 supervillain prisons; the Vault, which held tech-based villains, The Cube, a place for villains who's powers come from radiation (mainly gamma), the Big House, the mini prison that was on the Helicarrier, which apparently held many of the regular super powered villains and the Raft, which held the most dangerous villains ever to exist on earth. And apparently on the day of the break out, all these prisons security systems just shut down mysteriously, setting every prisoner free.

Iron Man shook his head. "Sorry, but SHIELD hasn't given any word on how the prisons systems all just shut down at the same time. Either Fury's keeping a tight lid on the situation or he doesn't know. Either way, just leaves more work for us."

Ben wasn't sure how to respond, he didn't like being kept in the dark and if that's what SHIELD is doing, then he might have to go looking for answers. In the corner of his eye Ben saw the Hulk brooding in the corner of the room. For some reason the Strongest Hero seemed to be talking to himself. Ben looked over to the Hulk and he looked back, the teen gave Hulk a smile and a thumbs up, Hulk just snored and looked away, the closest thing that came close to positive reaction in the Hulks book.

Ben returned his attention to the discussion, but as he did he failed to notice a faint green light that briefly glowed in Hulks eyes, the older heroes were talking about the villains.

"I know many of these villains." Thor said. "The Wrecker and his crew are formidable. His weapon is of unearthly might."

Ant Man then cut in, "If we do recapture them all, where do we put them? The Big House is destroyed. The Vault is destroyed. We haven't heard anything about the Cube."

A good point, in Ben's opinion.

"I'm working with a colleague on something now." Iron Man responded. "Reed Richards has proposed a prison that actually outside this dimension. In a place he calls the Negative Zone."

"That sound kind of like the Null Void." Ben said aloud. This caught the others attention.

"What's the Null Void?" Ant Man asked.

"A prison dimension in my Universe. Created by the smartest beings in my galaxy, the Null Void is a pocket dimension where the universes worst villains are put. There's no bars, no walls, just an endless void that goes on forever. Only three people have ever escaped from it."

Iron Man and Ant Man both pondered at what the teen said. This prison dimension would be the perfect place to send their villains.

"Is there any way you can access this dimension, Ben?" Iron Man asked.

Ben shook his head. "The only way to get into the Null Void is to use a Null Void Projector, and unfortunately I didn't bring one with me."

The two scientists were disappointed; they should have known that it wouldn't be that easy.

"To bad." Tony said in a disappointed tone, "Seems like there's a lot of tech in your universe that could be very useful…"

Ben noticed Tony trail of and followed the billionaire's gaze. Only to see that he was, once again, staring at the Ultimatirx like a lion to a steak.

"TONY!" Ben yelled, startling the Iron Avenger, "How many time do I have to tell you? No means Nooooo." The Ultimatrix wielder emphasized. Tony then looked back to the hologram, with the look of a five year old who had just been denied a new toy. Ever since Ben had told the others about the Ultimatrix, Tony had practically been begging Ben to allow him to study the device. Each time Ben turned him down, saying that all the information of the Ultimatrix must be kept secret incase any information got into the wrong hands. Tony seemed to respect Bens wishes, but it didn't mean he wouldn't constantly try again.

"So its back to the Negative Zone plan then," Ant Man stated, steering the conversation back to its original course. "We don't even know what caused the breakout in the first place. What's to stop it from happening there?"

"Too much talking." Hulk grunted as he walked forward. "We should just go get these guys." He punched his fist into his hand for emphasis.

Ben noticed Wasp was slowly dosing of on the edge of the table, and he quickly cut in to make sure the Hulk didn't start something.

"You know, maybe we should call it a day, then concentrate on beating up some bad guys tomorrow." He said, stretching his arms to get his point across.

"At least one of you knows what they're doing." Hulk said coldly. This sent Thor of the edge as he advanced on the Hulk, his hand gripped tightly on Mjolnir.

"I have had enough of you, creature. Your insults end here."

"You want to go, Goldilocks? Let's go."

"Whoa, okay." Ben said, as he got in-between the powerhouses, placing a hand on each of them in a futile way to keep them apart.

"How about instead of going, we find a way to actually get along? Since the three of us are the only ones staying at the mansion full time, I, and I think I speak for everyone here, would appreciate it if you two didn't level the place on day one."

Hulk only grunted as he turned and left the room, Thor relaxed a little after Hulk left and turned back to speak to Iron Man and Ant Man.

Wasp walked up to Ben, who was releasing a breath he didn't even know he was holding.

"Wow, he's gonna be fun." She said in a sarcastic tone.

"Yeah" Ben replied. "But you don't have to life with him."

That night the Avengers were all on break, Ant Man and Wasp went back to Hanks lab at Grayburn College, Hulk and Thor remained at the mansion, hopefully they wouldn't get into another argument and trash the place. Which left Iron Man and Ben, both of whom were back at Stark Tower, but for different reasons. Tony Stark was doing some paperwork, one of the many downsides in running a multi-billion dollar company, and Ben was doing some packing.

The Wielder of the Ultimatrix, had selected a room in Avengers Mansion for him to move into. A nice comfortable room with a king-size bed, spacious wardrobe, built in bathroom and plenty of space for his belongings, not that Ben had much to begin with, but it was a better place to store his souvenirs, rather than in his car, and that he could rebuild his life.

Ben was currently emptying out all the cloths that Janet had bought for him; she found it odd that all he wanted was black shirts and jeans.

"Its just my style," he had told her. However she did convince him to get some stylish out fits and even some formal wear, just in case.

He packed all the clothes in a bag, then sat on the bed, and looked around. In retrospect, this was Bens first home in this Universe, while not the best place in the world, it was still the first step Ben took into being accepted into this world, by people who cared about him, that were there for him. He would have to make it up to them, first thing he would have to do is find a job, he couldn't be sponging off of Tony or Janet for the rest of his life, he needed to find a way to make some money for his own expenses.

Ben walked out of the room, bag in hand, and headed for the elevator to the garage, he'll need to take his car to the mansions car park, just in case any Stark tech employees get any funny ideas.

But when he passed Tony's office, he heard a familiar and less-than-pleasant voice.

"Not this time. This time, I came to help you." Came the calm monotone of Nick Fury. "You see, believe it or not, I want your little Avengers project to succeed."

Ben cringed at the sound of the SHIELD Directors voice, even though he new that Fury was a good guy and with the government, it seems that they had don't some questionable things in the past, even more resent, trying to take Ben away to make him either into one of his loyal agents or a lab experiment to obtain the Ultimatrix. Ben new the type, government officials that say they're doing what's best for the world, but do it in the wrong ways and take down anyone they see as a threat.

Little did Ben know, one threat was about to raise its ugly head.

In the halls of Avengers Mansion, J.A.R.V.I.S's terminals were keeping a constant monitor of the mansions inner activities. However for some reason some of the terminals were starting to become filled with static before shutting down completely, the only thing the sensors picked up was the shimmering outline of a female before shutting down.

The A.I's systems couldn't comprehend what was happening, so it followed its programing and proceeded to alert someone.

Thor was sitting in the lounge room, staring contently at the fire. Since he grew up in a magical land, the Asgardian had no interest in watching television, not that he new how to operate the device, and so allowed his mind to become lost in the dancing flames as he reflected on battles past.

His thoughts were interrupted by a polite voice.

"_Pardon me, sir."_ Came the voice of JARVIS "There would appear to be something wrong."

"What be thy concern, ethereal voice?" Thor asked, curious to what could make a machine worried.

"_I have no physical evidence of this, but I believe the mansion's systems are being tampered with. I believe there's an intruder."_

His natural lust for battle kicked in as Thor rose from the couch and summoned his hammer to him. He then notice movement in the corner of his eye and turned to see the Hulk walking passed the doorway.

"Come, Hulk." Thor announced joyfully. "Let us patrol the grounds. The house believes we have been infiltrated. Perhaps if we are lucky, we will find battle this night." He held up Mjolnir for emphasis.

In his joyful mood, the Asgardian failed to notice a faint green glow that came from the Hulks eyes. The green giant then grunted and stomped up to Thor.

"I don't battle. I smash." Hulk growled at the Thor. "And if you talk to me again, hammer face, I'll smash you."

Thor's smile faded, he should have known better than to make merry with an ill-tempered beast such as the Hulk. He scowled at the Hulk and took a fighting stance.

"If you wish to test your metal against an Asgardian, I am happy to oblige."

The two brutes stood their ground, nether backing down from each other. The tension rose as if the house was waiting to see who would make the first move. The Hulk let out a growl, before taking on step back.

"I don't need this. I don't need anyone. Tell the others I quit." He yelled before turning around and stomped out of the mansion.

"Good riddance." Thor coldly replied.

Not a moment after he said that, the television monitor came to life, showing the image of a very concerned Pepper Potts

"JARVIS just told me the Hulk left." She said. "Thor, you have to bring him back."

"Why would I do that?"

"Because he's our responsibility. And with the mood he's in, he's liable to tear down this entire city. Please, go get him." Pepper begged.

Thor grumbled as he grudgingly complied, the woman made it hard for anyone to say no to, and left in search for his monstrous comrade.

* * *

><p>In the streets of the city, people were running scared as an angry Hulk stomped down the street. While he wasn't doing anything aggressive, it was his mire appearance that sent the crowds screaming.<p>

This did not improve the Hulks mood, what annoyed him the most was Banner. Something that Hulk didn't tell the others, mainly because it was none of their business was that he and Banner could talk to each other. And it was Banner that convinced the Hulk to help the other heroes, to show that he wasn't a monster like everyone believes. But for some reason Banner was now tell the Hulk that the Avengers would turn on him. That, like everyone else, they only see him as a monster and would imprison him first chance they got. But Hulk didn't think they would, besides Thor, Stark and Ant Man, Hulk actually thought the other heroes were nice, especially Ben and Wasp. For some reason Hulk felt a sort of connection with the former, maybe it was because of SHIELD wanting to turn him into a weapon, or maybe it the fact that Ben had lost everything just like he had.

Whatever conclusion Hulk was about to come to, was interrupted by a very annoyed Thor, that landed right in front of him.

"You are to come back to Avenger's mansion with me Hulk." The Asgardian ordered, his tone deadly serious.

Hulk only growled and tried to walk passed the Asgardian Prince. He made it a couple of feet before Thor grabbed his arm.

"T'was not a request."

This turned out to be a bad move, as with a mighty roar, Hulk smashed his massive fist into Thor, sending the Prince of Thunder flying through the streets and into the side of a building. Thor lifted some debris off of him and stared at the Hulk, then smirked, he finally got an excuse to fight this monster.

Back in Starks office, Fury was still talking to Tony with Ben eavesdropping from the door.

"Officially, SHIELD tolerates super-heroes, but just barely." The SHIELD Director said as he stared out the window. "A team of super-powered vigilantes, rounding up criminals makes a lot of people uneasy. I believe in what you're doing, Tony. I believe the Avengers are important. And behind the scenes, I'll do whatever I can to help you." His tone almost made his offer genuine. However both Tony and Ben knew that Fury must be working some edge.

"Wow, I almost believe you." Tony said leaning back in his chair.

_Ditto _Ben thought while still listening intently.

"You'll help us when you're not trying to manipulate us." Tony finished.

Fury chuckled then turned to Stark, "You take the good with the bad."

Ben tried to hear more, but a small cough made him jump. He turned to see Pepper looking at him with one eyebrow raised. Ben was about to make some lame excuse like 'going to the bathroom' when Pepper just held up her hand, put her finger to her lips, then winked at the teen. Ben smiled and stepped aside, letting Pepper walk passed.

In the office a knock was herd from the door, both men turned to see Pepper walk in.

"Tony, we've got a big green problem."

Tony looked to Fury, waiting for something along the lines of I-told-you-so, but the SHIELD director just shrugged.

"It's your team, hero. Deal with it."

A little surprised by Fury's action, he'll figure it out later, Tony pulled out his ID card and pressed a small button on the right corner. The A lit up in a blue light and an alarm sounded from the card.

"Avengers, assemble." Tony said, the first time he used the catchphrase for an actual mission.

Immediately the message was sent to all the Avengers, Ben was walking away from the room when his cards alarm sounded, he dropped his bag and headed for Tony's office, hand already scrolling through his aliens.

"Looks like its Hero Time." Ben said as he slammed the dial down.

* * *

><p><strong>Central Park<strong>

The usual peaceful nature of Central Park was rudely interrupted by the sudden impact of an Asgardian Prince. In the center of the park, creating a massive cloud of dust from the impact.

The Hulk landed near the crash site, looking for his opponent. His search was cut short when Thor charged out of the cloud with a war cry, Mjolnir raised above him. He slammed the hammer into Hulks face, disorienting him, the swung again sending the Hulk flying into a statue, knocking the Hulks ID card out of his pocket. This however did little more than make the Hulk even angrier, as he stomped forward crushing his ID card under his foot. With a roar Hulk leaped at the Asgardian, tackling him in mid flight, sending both of them into a line of trees. The impact carved out a trench that marked half the length of the park.

Hulk and Thor grappled on the ground, both wrestling to one up the other to a standstill so far. The fight was interrupted when Wasp and Jetray entered the scene.

"Hulk, stop." Wasp pleaded, holding her hands up in a calming gesture. "Why are you doing this?"

"Yeah Dude" Jetray added, holding his arm wings up in a similar gesture. "You need to calm down. We're not attacking you."

With Hulk distracted he failed to notice Thor's incoming fist until it collided with Hulks jaw sending him a few meters away.

"Well, I guess Thor is." Jetray clarified.

Hulk however was to made to take on what Jetray was saying and advanced on the heroes. At that moment Iron Man showed up, he flew straight at the Hulk and attempted to stop his advance, however even with his jet boots pushing against him, the Hulk was still advancing towards Thor, a killer intent in his eyes.

"Hulk, Hulk, stop this. You have to listen." Iron Man tried to reason, with the green giant. However he was interrupted when an alarm sounded inside his helmet, indication JARVIs had completed his scan of the Hulk.

"Alert, unknown energy detected." The A.I stated as on the inside if Iron Mans helmet the Hulks head was shown to have some kind of green energy surrounding it, that only his sensors could pick up.

"Hulk, wait. There's something… Aah." Iron Man never got to finish as Hulk grabbed Iron Man by the head with his massive hand and slammed the Iron Avenger into the ground. Before Hulk could attach again, a combination of bio-stings and neroshock blasts, by Wasp and Jetray respectively, pelted the Hulk, the surprise attack was enough to force the Hulk back for a moment.

Thor ran over and helped Iron Man to his feet.

"There's some kind of weird energy around the Hulk." Iron Man said as his sensors picked up a similar energy that was emanating from Tors hammer. "Thor, it's similar to what your hammer gives off."

The Asgardians face-hardened, as he came to a realization. "Tis dark magic. The Hulk has been enchanted."

Jetray looked back at Thor, "So someone's controlling the Hulk? That's not good for us." He said with a worried expression, when the Hulk shrugged of Wasp and Jetray's initial attack, and now was about to reengage.

However before the Hulk got to close, a giant hand slammed on top of the green giant, pinning him to the ground. The heroes looked up to see Giant Man, giving them a confident grin as he kept the Hulk pinned.

"I'm guessing this isn't a team trust-building exercise." He asked sarcastically.

Before Jetray, or anyone, could respond Giant Man was suddenly flipped over the heroes and landed on his back. Hulk released his hold on the giant heroes hand and jumped into the air. Jetray tried to cut him off, but Hulk merely backhanded him away. The green giant then landed on Giant Man's head, just as he was getting up after being flipped over. Hulk then raised his fists, intending to smash Giant Mans head, but Hulk saw movement out of the corner of his eye and looked to see Thor heading right towards him, his hammer raised.

The Asgardian swung his hammer, only for Hulk to dodge it. The power and momentum of the attack caused Thor to loose his balance when it missed, allowing Hulk to grab him by the cape and spin him around, building up speed until he sent the Prince of Thunder flying of into the distance.

Giant Man tried to get Hulk off his head, but the green giant was making it difficult. Iron Man tried to fly in, with the intention to tackle the Hulk, but the Strongest Hero saw him coming and cloths lined him into some trees in the distance.

Hulk then jumped of Giant Man's head and expertly landed on his shoulder. When the size changing hero turned to face him, Hulk sucker punched Hank in the face, sending him falling down into unconsciousness. Hulk landed on Giant Mans chests, after he fell, but before he could take advantage to the situation a voice cried out. "Get away from him!" followed by a combined blast of neroshock and bio stingers by Jetray and Wasp, the latter having called out.

The two remaining heroes continued their attacks, hopping to keep Hulks attention on them rather than their downed teammates. However Hulk just got annoyed, drawing back both arms, he slammed his hands together, releasing a massive shock wave at the two flyers. The force was so strong that it sent both heroes flying back, Wasp hit a tree, causing her to be knocked out instantly, while Jetray was only knocked back a few feet. He decided that he would need one of his heavy hitters if he was going to fight the Hulk, he would apologies later, right know he needed to contain him.

But just as he reached up to the Ultimatrix dial, the Hulk came out of nowhere and tackled the manta-ray alien to the ground. Jetray didn't have time to move or do anything, as the Hulks attack stunned him long enough for the Hulk to slam both fists on top of him. Thanks to Jetray's durability, he was only knocked out, this however led to him transforming back to Ben in a flash of green light.

Hulk glared at the now human hero, then raised a fist to crush him. but, just then, in the dark spaces of Hulk's mind, Bruce Banner, who was somehow chained up some how, broke the bonds that kept him contained in Hulks mind. This freed Hulk from whatever enchantment he was under. Shaking his head clear, Hulk looked down at Ben with a guilt-ridden face, the first person that had ever come close to being his friend, and he had almost killed him. Now he and the entire team would consider him a monster, nothing would ever change.

With a sad sigh, Hulk leaped away from the Avengers. Ben came to a little while later, to see the Hulk jumping away; a look of confusion crossed his face. The other Avengers gathered around the clearing as well, all wandering what caused Hulks bazar behavior.

"That went well." Iron Man stated sarcastically, before turning to the others. "Is everyone…" he never finished his sentence for a giant battle-axe came out of nowhere and imbedded itself into Iron Mans chest plate. The Iron Avenger landed on the ground with a thud.

Ben and Thor were to stunned to reach as two green bolts of energy, blasted them square in the chest, sending Ben into the trunk of a tree stunned and Thor to be sent back a few feet, dropping Mjolnir in the proses. The Asgardian reached to reclaim his weapon, but a second bolt of energy surrounded the hammer in a green field that zapped Thor when he tried to pick it up.

"The Avengers." A feminine voice sounded out. "How unimpressive.

You had better hope someone more capable chooses to avenge you."

Ben shook his head and looked up to see two figures come out from the shadows. The first was an extremely beautiful Caucasian female with a slender body, long blonde hair which reaches down to her waist, green eyes and wears pink lipstick. She wore a green skintight suit, which left her shoulders bare, and a matching mini skirt. She wore tight green arm sleeves that went almost up to her shoulders, and black tights with green circles on the sides and a green tiara.

The second was large man, only slightly smaller than the Hulk, with a baldhead sporting several tattoos and a walrus mustache. He wore armor on most of his body consisting of large silver shoulder plats and a red chest piece. He also wore black gloves.

The two stood over Iron Man, who's systems had been shut down due to the damage from the axe that was still imbedded into his chest plate.

"JARVIS? JARVIS, raise the shields, now." Iron Man ordered in a panicked tone.

"Not possible, sir." The A.I responded, "Armor systems are in critical condition and are losing power."

Iron Man then felt a jerk within his armor as the large man pulled his battle axe out of his armored chest, leaving a large gash in the chest plate.

Thor recovered from his shock from the energy surrounding his hammer and glared daggers at the two attackers.

"How dare you attack us, Enchantress." He yelled at the woman, who simply placed her hand in her hip as she eyed him.

"Wait, wait, wait. You know these people, Thor?" Ben asked confused, as he got up form the attack and stood bye Thor.

"Aye, the Enchantress and her Executioner. They are Asgardians." Thor replied with a hint of bitterness in his voice.

"And since Bulging Biceps over there threw an axe into Tony, I'm guessing they are not friends of yours." Ben asked sarcastically, as he moved his hand to the Ultimatrix.

Thor's eyes narrowed as he diverted his attention back to the pair. "Why have you come here, Amora?" he demanded.

"Oh, you love Midgard so much, Thunderer," The Enchantress taunted as she raised her hand, which then covered itself in green magical energy. "We thought we would come and see what all the fuss is about."

She then pointed he hand at Thor and shot a beam of magic at the Thunderer and Ultimatrix bearer. Both heroes dodged the attack and Ben rolled out of the way and slammed the Ultimatrix dial down.

In a flash of green light Ben transformed into a humanoid, plant-like alien that has an overall green and black colored body, mostly with a flame-patterned head and root-like feet. Also, his shoulders and head have red petals. The Ultimatrix symbol was on his chest.

"SWAMPFIRE"

The three Asgardian's looked at the alien with wide eyes. The Enchantress was the first to get over her shock as she fired another beam at the transformed teen. Swampfire dodged the attack and charged at the sorcerer, his right fist rose to attack. However, as he got close, he was intercepted by the Executioner, who shoulder checked him away from the Enchantress.

Swampfire slid away a few meters until he got his footing, then glared at the large Asgardian.

"Ok tough guy" Swampfire said in a nasally voice. "You wanna fight? Then lets go!" he slammed his fist into his palm for emphasis.

The two combatants charged at each other. The Executioner raised his axe above his head and slashed downwards, intending to bisect the plant-like alien in half. But Swapfire dodged to the side and delivered a right hook to his face. Even with his already impressive strength, the blow was only enough to rock the Asgardian brutes head back. The Executioner looked back down to the alien with an evil grin.

"Uh Oh" Swampfire was able to say before the Executioner backhanded him away. The force of the blow was enough to send him stumbling back, Swampfire then looked up to see the Executioner swing his axe at him again. As a reflex Swampfire raised his arm to block the attack, however that proved to be futile as the axe sliced right through the plant aliens arm.

"BEN!" Thor yelled as he tried to go to his young friends aid, only to be blocked by the Enchantress, who fired beam after beam of magic energy at the Prince of Thunder.

Suddenly a yellow beam of energy stuck the sorcerer, causing her to back step. Wasp flew down firing he stingers in a frenzy after she witness Swampfire losing his arm.

"Go help Ben!" she yelled as the fire more stingers at the Enchantress. "ill handle the Green Witch"

Thor nodded, and then ran over to his injured team mate with anger plastered across his face. But before he got close, he saw something that amazed him. a vive grew out of the stump Swampfire's arm and connected with the severed limb, the limb was then pulled back into the socket and reattached itself. The transformed teen gave a smug grin as flexed his reattached arm.

"My turn." He said, as a fireball appeared in his hands, Swampfire the blasted an inferno at the Executioner, who was to shocked to move, sending him staggering back.

Swampfire glanced back at Thor, who was still staring at him in shock. The teen hero smirked, "Regeneration." Swampfire replied to an unasked question. "Swampfire can regenerate from any attack that's thrown at him."

"Well if that's the case Shapeshifter, then lets test that shall we" came the sly voice of the Enchantress as she blew Wasp away with her magic. The two Avengers took fighting stances as the Executioner returned and stood by his mistress. The two groups charged and the battle continued.

Meanwhile, in an empty ally somewhere in the city, the gloomy figure of the Hulk lumbered in before sitting down and leaned against the wall. Hulk crossed his arms over his legs and stared glumly at the ground, he could believe that within a day he had almost killed his new team mates, the first people that didn't run or try to lock him up the moment they saw him.

His thoughts were interrupted by a voice that called out in his mind.

"You have to go back." Before the Hulk and man appeared. He had a rather weak build, while being chased by various people and a scruffy beard, brown messy hair, brown eyes. He wore dark blue jeans and a hoodie with a white shirt underneath. He was Bruce Banner, alter ego of the Hulk and one of the smartest men on the planet.

"Someone is manipulating you. They wanted you to fight the Avengers. You have to go back and make sure they're okay." Bruce pleaded in a calm yet urgent tone to his monstrous alter ego. But the Hulk merely looked down at his feet, his scowl at its maximum.

"Everything you said was true. I am a monster." He grumbled at the scientist.

"It's only true if you let it be." Bruce replied as he figment walked over to the green giant and laid a hand on his arm, making the Hulk look at him. "Walk away now and it will be."

Back at the park, the fight was going badly. Iron Man was still leaking power and Thor was still without him hammer; and without a weapon the Asgardian Prince was at the mercy of his foes attacks. The only Avenger that was barely holding him own was Swampfire, his regeneration was the only thing that kept him going during the whole fight. Now however it looked like his luck was about to run out as enchantress managed to snag him with a magical binding, preventing him from moving. Now Executioner was walking up to him, a sick grin present on his face as he raised his axe.

"Oh, this is gonna hurt." Swampfire mumbled, as the axe blade cleaved him in two. His upper body landed with a thud on the ground behind him while his lower body dropped to it knees, then fell forward. Needless to say the other Avengers where ticked, Thor charged in and tried to crush the Enchantress with both of his fists while Wasp and Giant Man, both had regained consciousness a while back, engaged Executioner.

Wasp fired several stingers at the axe wielding Asgardian, but they didn't seem to even be noticed by the brute as his attention was focused on a much bigger threat. Giant Man slammed his hand on the ground in an attempt to pin the Executioner, however the Asgardian brute proved to be far more agile than he appeared, effortlessly dodging each attempt that Giant Man made at him. The Executioner's axe then started to glow red; which he then proceeded to swing it like a baseball bat, launching a massive fireball, which then collided with Giant Mans head.

Whatever properties the fire had, obviously didn't mix well with Giant Mans Pym Particles as in a flash of blue light Giant Man shrunk down to his regular size. With a predatory smile the Executioner advanced on the size-changing hero. But suddenly a blast of fire halted his advance, the Executioner adopted a look of annoyance as Swampfire, who had managed to 'pull himself together', once again, stood to challenge him. This was starting to get on the Executioners nerves; this shapshifting creature just couldn't seem to stay down no matter how many times he had been struck by him. Both combatants got into fighting stances – Executioner raising his axe and Swampfire igniting his fists – engaged each other once more.

Meanwhile Wasp, seeing that her attacks were barley doing anything to the two beings, flew over to the downed Iron Man.

"Iron Man, now might be a good time for some kind of- Something." She said urgently.

Iron Man groaned within his depowered armor as sparks and fluid leaked from the gash. "Armor's leaking energy faster than I can recharge." He managed to say. "Unless you got some spare batteries lying around or an electrical socket…"

He was interrupted when a green ring of mist surrounded Wasp, preventing her from moving. She was then dragged away and positioned next to Thor, who was in a similar predicament, leaving Swampfire the last one standing.

Said hero was soon thrown away bye the Executioner, who got in a lucky swing from his axe, sending Swampfire skidding down the path the Enchantress and the rest of the Avengers were currently positioned. Swampfire stood up groggily as he wounds healed.

"I must admit you are quite impressive Shapshifter," the Enchantress said with interested, "It has never taken this long for my Executioner to smite any individual before. But even you must see that although you posses the ability to heal, you still don't posses the power to fight both of us."

"Maybe." The plant like alien replied then looked at her with a confident smirk. "But the one thing you should know about me, is that there's a time to go hero and a time to go Ultimate!"

With that Swampfire slapped the Ultimatrix dial causing four spikes to poke out the rim, then in a flash of green light Swampfire's body began to change. He became more tree like as his body was made of petrified wood. Three blue shells grew out of his back, giving him a hunched over appearance, three smaller blue shells appeared each arm and out shell made up his face.

"ULTIMATE SWAMPFIRE" the evolved alien shouted, everyone present was shocked to see what had just happened. Executioner was so shock that he didn't even move when Ultimate Swampfire pointed both his hands at the Asgardian brute and fired two massive streams of blue fire at the Executioner. The force and intensity was enough to blast the brute away from the area, carving out a massive trench, similar to what the Hulk did to Thor earlier.

Ultimate Swampfire turned his attention to the Enchantress in order to put her under the magnifying glass as well, only for the same green mist to surround him, preventing him from moving let alone attacking.

After making sure that her spell would hold, Enchantress looked over to the Executioner, who was barely able to stand up. Even with the Asgardian healing factor Executioner looked very sore, his armor was covered in soot and his body spotted several serious burns, the Asgardian brute stumbled back to his mistress, his face flinching in pain for every step he took. Whatever this form the shapeshifter took was far stronger than the previous; the power it possessed was unimaginable. Executioner walked right up to the downed Hank Pym; who's mask was also sporting some burns from Exectutioners last attack, which made the Enchantress grin slyly.

"The giant man first." She ordered. "His head will make a good trophy on my wall."

Executioner nodded, then raised his axe to its zenith, ready to decapitate the size-changing hero.

"Hank." Wasp choked, as a tear threatened to fall. Ultimate Swampfire was furiously struggling against his bonds, trying to get free. _Not again, I wont let it happen again. _He thought as the blue shells all over his body glowed a dangerous aura, as his body heated up to the point where the grass around the evolved alien was set ablaze. But no matter how hard he tried, he could not get free. Suddenly he was back in his own universe, seeing the dead bodies of his loved ones once again, he looked at the Executioner, but saw only him and his sinful cackle filled his ears once more.

"NOOOO!" Ultimate Swampfire roared, as a pulse of blue fire erupted out of his, burning the Enchantresses spell of him. He charged forward in a blinding rage and struck the Executioner with his giant wooden fist. Thanks to his enhanced strength the Executioner was sent flying, rolling on the ground for a few meters before landing back on his feet, stunned and disoriented from the power of the attack. But Ultimate Swampfire was not done yet. He reached for his arms and pulled of the blue shells from each of his arms and tossed them at the Asgardian brute. Once they made contact with the ground, they ignited in a fiery explosion; knocking the Executioner through several trees.

Ultimate Swampfire then turned to the Enchantress, who still had the others trapped in her spell, and marched towards her; blue fire forming in both his hands. But the Enchantress clenched her fists, causing the bonds surrounding the other Avengers to tighten, making them winch in pain. Ultimate Swampfire stopped when he saw this.

Enchantress gave the evolved alien a sick playful smile and waged her finger. "Uh, Uh, Ah" she taunted. "You wouldn't want me to do anything … Unfortunate to you little friends would you?" the bonds tightened even further as both Thor and Wasp winched at the pain. Ultimate Swampfire's eyes narrowed, the fire began to die down in his hands.

"Hostages Amoura?" Thor spat as the glared at the witch, "Have you no honor?" his question was left unanswered as the Enchantress kept her gaze on Ultimate Swampfire, whom she was enjoying tormenting, and grinned at what she saw behind him.

Ultimate Swampfire saw this but reacted to late when he was struck in the back bye an axe and landed face down on the ground. He tried to rise but a large boot pined him down. The Executioner stood above the Ultimatrix hero with a triumphant grin on his face, even thought he looked severely beet up, if he had not been an immortal warrior he would have been unable to stand let alone fight.

"I think when should see just how much you can endure Shapeshifter." The Enchantress said as she walked towards him. "This form has shown to be quite formidable. But lets see how much pain you can take before you finally fall."

Ultimate Swampfire groaned, as he was able to slightly raise his face. "There is nothing you can do to me that is worse than the pain I have already suffered." He spat back at her.

The enchantress raised an eyebrow, "We shall see." She said raising her hand, now glowing with mystical power. She then fired a beam of magic at Ultimate Swampfire causing the alien to grunt in pain. Though he didn't show it, to deny her the satisfaction, Ultimate Swampfire was in agonizing pain, every part of his body was boiling and every second seemed like an eternity of agony. His body twitched and shock from the pain that was flowing through him. The Avengers who were conscious had to look away, to avoided seeing their friend suffering before them. then only thing that was more painful to the Ultimatrix hero, was the knowledge that he failed again. He tried to be a hero once more and now within a week he and his new team were about to be taken out. **He failed**. He failed the Avengers, He failed his family…He failed himself. _Looks like ill be joining you after all. _He thought as the closed his eyes to awaited his destruction._ I'm Sorry._

Suddenly, before anyone could react, a large impact sounded at the edge of the clearing. Then with a loud growl, the ground shock violently throwing the Executioner and Enchantress away from Ultimate Swampfire. The evolved alien stood up and looked to were he heard the growl and, to his relief, he saw the Hulk standing in the clearing; looking very mad. The shock wave the Hulk created was enough to break the Enchantresses concentration allowing the Avenger to be free from the witches spell.

The now free Thor held out his hand, summoning Mjolnir to him. He held his mighty hammer aloft, summoning a bolt of lightning to him, which sparked and crackled in every direction. The Enchantress stood her ground and opposed the Asgardian Prince.

"I do not fear your lightning, Odinson." She spoke defiantly "Your magic is nothing against mine."

"You are not my target, witch." Thor then stood aside, revealing Iron Man; now back on his feet with lighting sparking across his armor recharging it.

"_Armor energy reserves at 214%."_ J.A.R.V.I.S announced to Tony as he showed the armors systems on the HUD, making the Iron Avenger grin. He then activated his thrusters and narrowly avoided a slash for the Executioners axe, then fired a repulsor blast into his chest, knocking him back to be right next to his mistress. Iron Man then landed and regrouped with the Avengers, minus Giant Man.

"Take them down." Iron Man ordered as the Avengers charged at their enemies.

Wasp fired several stingers at the Enchantress, who blocked the attack with a magical shield; then before she could counter, jumped away from Thor's hammer strike.

At the same time Executioner raise his axe to block a punch from the Hulk, but the green giants strength proved too much for the brute as he was sent sliding back a few meters. Wasp then flew forward firing her stingers at the Executioners face, but the brute blocked them with his axe; which then lite up blue, the Asgardian brute then slammed the axe blade into the ground and a wave of ice traveled across the ground to were Hulk and Ultimate Swampfire were charging from. Once they both stepped on the frost, a layer of ice traveled up both heroes, encasing them in a block of ice. Before Ultimate Swampfire could even think about thawing them out, the Executioner ran up and with a swing of his axe, shattered the ice sending both heroes flying across the field.

Back at the other end of the field Iron Man and Thor were having a tough time with the Enchantress. True to her claim, her magical ability proved to be stronger than any of them. She created a shield to block another of Thor's blows, then nimbly avoided two more swings before blasting the Thunderer with her magic making him crash into Giant Man, who had just regained consciousness, sending them both into a nearby lake. Iron Man then swooped in and fired his repulsors at the Asgardian witch, but she merely teleported a few feet away to where she was. Iron Man continued to fire a barrage of repulsor blasts, each time Enchantress would teleport away, taunting the armored hero. After another fail attempted to hit her, the Enchantress raised her arms, which then became surrounded by green magic; then Iron Man was surrounded by the same aura, with a flick of her wrist, she sent Iron Man hurling into a statue nearby.

Wasp in the meantime was doing her own taunting as she was flying all around the Executioner like a mosquito, stinging him all over; the Asgardian brute was so large and slow compared to her that she could easily avoid his axe. This soon proved to be nothing more than a distraction as the Hulk charged out of the blue and delivered a powerful haymaker to the Executioners face sending him flying over the tree line.

The Enchantress seeing this, and knowing that the Avengers already hade numbers on their side, decided to even the playing field. While she would have preferred the shapshifter due to his variety but she had already planted the spell inside him; raised her hand to the Hulk, surrounding his head in a green aura. The green giant then turned to her in a trance making her grin.

"Destroy them all, my creature." She ordered as the Hulk advanced towards her. Suddenly he stopped, shook his head, then glared at the Enchantress with hateful eyes.

"No one controls the Hulk!" he roared as he stamped his foot into the ground causing a shockwave of earth to flow straight to the Enchantress, knocking her of her feet. With her down the Avengers took their change as Iron Man fired his repulsores, Thor unleashed his lightning and Ultimate Swampfire blasted his blue flames. All the attacks met on the Enchantresses location, causing a massive explosion.

When the dust cleared Iron Man Thor and Ultimate Swampfire stood around the unconscious form of the Enchantress. She had several scratches and bruises but nothing to serious, which really made Ultimate Swampfire hate Asgardian invulnerability. The heroes' attention was cause by a groan from Giant Man, who was being supported by Wasp, the fact that he was still moving made the Ultimatrix hero smile. he finally realized that Iron Man was right, neither one of them could have defeated these villains alone, it took all of them as a team to fight; sure they needed some work but they were still able to look out for each other, the way a team should.

"Watch out!" Wasp suddenly screamed, the others turned only to get swatted aside by the Executioners axe. The Asgardian brute then slung the Enchantress over his shoulder, then used his axe to open a portal allowing both to escape before anyone could react.

Giant Man and Wasp walked up to the others as they got up from the surprise attack.

"Aah, does somebody want to explain what that was all about?" Giant Man asked, his voice a clear reflection on how sore he was.

"Old enemies from Asgard." Thor explained. "The Enchantress has ever found joy in causing me pain."

"What is she your Ex or something?" Ultimate Swampfire quipped, who then taped the Ultimatrix dial, turning back into Swampfire, then back into Ben. Thor ignored the Question and instead walked up to the Hulk who stood to the side, with his trademark scowl.

"You have won the day, friend Hulk." Thor praised. "Truly thou art a warrior to be reckoned with for few can resist the Enchantress' charms."

He held out his hand for the Hulk to shake, but the green giant merely grunted. "Nothing's changed." He stated. "You all thought I was a savage monster. You were gonna take me down. You're no different than Ross and SHIELD. Expect they're honest about it." He then turned and walked away from them.

"Hulk, come on." Wasp called out.

"Yeah it's not like that." Ben finished, trying to catch up to the jade giant.

"I'm done." Hulk said, then he leaped into the sky as his former team looked on.

"Okay, so not the most promising day two." Iron Man stated, as he looked to the others. "Lets head back to the mansion I think we can all agree that we need some rest."

The others nodded in agreement, but Ben still looked to were the Hulk was going. Even though the Hulk was always made at every one Ben still counted him as a friend and even thought he fought them he still came back to save them. Ben new he couldn't leave thing the way they were.

* * *

><p><strong>Outside New York<strong>

On the outskirts of the city, the ground shook as a certain green giant landed on the ground with an earth trembling crash. Hulk stood were he landed and looked back to New York, he really thought that the Avenger would be different and even though he new the Enchantress was controlling him and feeding him lies, he new that they would never accept him.

Before he could leap away, he hared the sound of something approaching him. he looked to see a dust trail heading right towards him at and amazing speed. Whatever it was came to a halt a few feet from the Hulk, allowing him to see what was after him.

It resembles a semi-armored Velociraptor. With black wheels on his feet and a helmet with a visor in the shape of an X. A familiar hourglass symbol was on his chest.

It then tapped the symbol with its clawed hand and in a flash of green light turned into Ben Tennyson.

Hulk just narrowed his eyes and grunted. "If you're going to try and convince me to come back. Then you're wasting your breath." He said bitterly. Ben only raised an eyebrow.

"You know that Fury's deal with me is pretty much the same for you. You leave the Avengers and it pretty much open season on you." The Ultimatrix hero stated.

"Better than being trapped."

"Come on Hulk. Do you really think Tony would be that stupid to actually try and trap you? You can throw forklifts like there softballs; you can tear steel like its tissue paper. You're the strongest guy I know."

"Stark was the one who built those weapons that were used to hunt me" Hulk said, as he marched up to the teen until he was standing a few inches from him, forcing Ben to crane his neck back to look him in the eye. "There all the same, everyone thinks I'm a monster. Everyone hates me and will always fear me."

With a sad expression Hulk turned and stated to walk away.

"Not everyone." Hulk stopped. "Look I've been in this universe for a week. The first time I met you we fought side by side against Gravaton, and from the time we've spent together I can tell a few things about you." This mad Hulk at least look at him. Ben then continued. "Your brash, hard headed, always thing with your fists, you've got an anger problem that would give an Apoplexian a run for his money… but you've also shown me that you always do what's right. You just broke out of prison and the first thing you did was come to help us. And just now, even thou you thought we hated you, you still came back to save us." Ben then walked up to the Hulk. "No matter what people say about you or you say about yourself. In my book you're a hero."

The Hulks eyes widened, that was the first time anyone had called him that. He never thought that anyone would even consider him to be nice let alone a hero, and now this young teen, who he had only known for a week was saying that he was a hero.

He was so lost in thought that he didn't notice Ben taking something out of his pocket.

"I know that today was a little hectic for you and you probably need some space." Ben said. "But just in case, I want you to have this." He then held up what was in his hand.

It was a small disc like device with a similar symbol to the Ultimatrix. "This is a prototype communicator I built using some of my brainy aliens," the teen hero explained. "I was going to show it to Tony and hoped it would be the teams communicator but that idea was kind of shot down with the ID card thing."

He then placed the device in Hulks giant hand. "If ever you're in trouble, or you just want to talk. You can contact me on that."

Hulk just stood there staring at the device in his hand. Ben half expected for him to crush the device then leave. Instead he put the communicator in his pocket, then turned around.

"Thanks" Hulk mumbled loud enough for Ben to here, then he leaped into the distance.

Ben watched with a smile on his face. Sure it wasn't the best moving day for him, but at least he did lose anyone today, he didn't fail. And now his future was as bright as ever. A brand new adventure with a brand new team.

* * *

><p><strong>Ok first before anyone asks Yes I did consider having a Rath, Hulk fight in this but then the story would have gone longer than I would have been and nothing kills a story more than a chapter that drags on for too long. <strong>

**As always any advice for story ideas and grammar mistakes please real free to review or PM me any help is appreciated. And don't forget to vote cause the poll will come down on the 8th of Febuary.**


	5. Chapter 5

**DISCLAIMER: I DO NOT OWN BEN 10 OR AVENGERS EMH. THIS IS JUST FOR FUN NOT PROFIT.**

**Hello everyone I'm back, thanks for being patient with me, cause when I'm writing patience is something you will defiantly need.**

**OK, on with the show.**

* * *

><p><strong>Chapter 5: Living Legend<strong>

**Artic Circle**

The featureless and barren plan of the Artic Circle acted as an amplifier for the thundering noise of the Quinjets engines. The Avengers jet blasted across the icy planes as if on a wild mission. Alone side the jet flew two none vehicular individuals; one was Iron Man, the Armoured Avenger and the other was Thor, Prince of Thunder. They alone with the other Avengers have been on a wild search for the AWOL member the Incredible Hulk.

After the incident with the Enchantress two days ago, Nick Fury contacted the Avengers telling them if they didn't find the Hulk, then Fury would have no choice but sent General Ross and the Hulkbusters after him. So the Avengers set out to track down their anger prone teammate.

After a tip from an eskimo the Avengers immediately headed for the Alaska. Now Ben and Ant Man sat in the back seats on the Quinjet with Wasp in the pilot seat her hands on the controls and a huge grin on her face.

"This is coolest thing I ever done. I'm driving a jet." She said enthusiastically.

"It's actually on auto-pilot, Wasp. Sorry." Iron Man corrected, causing the size-changing heroine to pout.

Outside Iron Man looked ahead "The fishermen reported a crater around about here." He reported.

Sure enough, over the next glacier, the team came across a massive crater with massive patches of ice thrown up everywhere, like something massive crashed here and was now gone.

"What is that, Ant-Man, a meteor hit?" Iron Man asked.

"No," The Scientist Supreme replied. "That's the Hulk throwing a tantrum." He stated as if it were obvious. Even though it wasn't a joke, both Wasp and Ben did snicker at the comment.

Ben stopped and thought for a moment, even though he gave Hulk his communicator – witch he hadn't told any of the others about - he hadn't heard anything from the green giant since he left. Even though he new that Hulk needed his space but still. Was it really to hard to just say '_Hi I'm ok just smashing some ice burgs see ya later.'_ Maybe Ben was thinking to hard about it, after all from what he new the Hulk wasn't too big on sentiment.

The Quinjet soon touched down on the icy plateau. And the Avenger piled out. The temperature was so cold that Ben immediately Turned into Bill Chill to deal with the climate. Wasp and Ant Man were wearing winter coats to help them deal. Iron Man had heaters installed in his armor while Thor didn't seem bothered by the cold in the slightest.

Currently the Thunderer was admiring the massive cater before them. "Truly the Hulk's anger is impressive." He praised before turning his armored leader. "Tell me, Iron-Man, how do you intend to convince him to come back with us?"

"I have no idea, Thor." Iron Man responded glumly, then faced the crater. "Jarvis, scan for life forms."

"Mortal technology," Thor scoffed. "You would do better to trust your eyes and ears."

"I'm picking something up. It's a life sign, but it's faint. That's so weird though since I can't see or hear it." Even though his face was covered, Thor new that Iron Man was smirking at him.

Suddenly Wasp and Big Chill flew past them to investigate. Wasp flew ahead of the moth like alien and casually looked back with an annoyed look.

"Okay, if this is some kind of evil snow monster, I'm going to be…" since she wasn't paying attention to were she was going she slammed right into a block of ice. Only this wasn't any block of ice. Inside the ice was a large round disc, with a red rim and a whit star in the center. Wasps eyes widened as Big Chill came up behind her.

"Woah someone lose a trashcan lid up here." He quipped, then saw something behind it that made his eyes widen.

Behind the disc was a man completely frozen in ice. He was a large muscular man easily in his thirties. He wore a suit mostly comprised of a blue tunic, white sleeves, and red gloves and boots. On his tunic, a stylized star was visible, along with red and white strips around his mid-torso to his waist, along with a brown utility belt.

While Ben was only mildly surprised by seeing a man in an iceberg, Wasp, Ant Man and Iron Man all looked like they've seen a ghost.

Wasp pointed a shaky finger at the figure. "Tony, that's- that's" she stammered.

"Captain America." Iron Man finished, his tone indicating the he couldn't believe it either. "And according to my armor he's alive."

Big Chill just looked at his team, then back to the 'ice man' "Who the heck is Captain America" he asked.

**Two Miles from New York**

After removing the man from the block of ice, the Avengers loaded up the man, now identified as Captain America, and took of back to New York—their previous mission apparently forgotten. During that time Iron Man gave Ben a quick summery on who this mystery man was.

Apparently Captain America was a man known as Steve Rogers. He was a man who underwent a procedure during World War 2, to become the worlds first Super Soldier. And he fought throughout the war, becoming a symbol for peace and hope for the allies. I a way Captain America was the 'First Avenger'. But on his last mission he and his best friend and partner Bucky Barnes, vanished after a fight with the Captains archenemy the Red Skull. Everyone believed Captain America was dead. Apparently they were wrong.

Now Ben, as Heatblast, was currently melting the ice of the Captains body, being extremely careful not to accidently burn him. he still couldn't believe that someone could survive 60 years in a block of ice. Maybe those enhancements he got allowed him to survive. Either way Ben was now in the presence of a legend of this Universe.

Suddenly Captain American groaned, Heatblast gasped as he moved away. He was so shocked that he completely forgot to change back to human. The others approached him.

"This is incredible, he's waking up." Ant Man said in amazement.

"Is his brain okay?" Wasp asked from the pilot seat. Ant Man walked forward and leaned in close to the thawed out soldier. "Captain… are you all r…" before he could finish Captain Americas eyes shocked open, a panicked expression present on his face.

"Bucky!" he screamed, he then grabbed his shield and slammed it into Ant Mans helmet knocking him into the front of the cockpit. He then kicked Thor in the face and leaped of the table he was on and pushed it into Iron Man, pining him to the wall.

"Okay, Captain, you're safe. You're with friends." Iron Man groaned as he tried to reason with the man out of time.

"What are you?" Captain America demanded. "Some kind of HYDRA automaton?"

Heatblast, having watched the whole event with wide eyes, finally snapped out of his shock and approached the panicking man. "Listen, you've been frozen in ice for decades." He said, his hands held up in a calming manner.

Captain American looked at the fiery alien, witch only made his eye widen with fear. "What are you!" he yelled as he backed away from Heatblast. The transformed teen mentally slapped himself for not changing back to human, he may have just made this worse.

The Captain held his shield tightly as the held his gaze at the magma alien before him. "Where have you taken me? Where's Bucky?" he demanded, his years of military training were the only things that was keeping him from completely freaking out right now.

"Calm yourself, Captain." Thor said as he approached the First Avenger from behind. "As the robot and fire daemon say, you are among friends."

He then placed a hand on the soldiers shoulder. Big mistake.

In one fluid reflex, Captain American; grabbed Thor's arm, slammed the edge of his shield into his stomach, winding him, then judo flipped him into the front console of the Quinjet, causing it to spark and malfunction. With a huge lurch the entire jet went into a nosedive, heading right towards the ocean. Wasp frantically did everything she could to keep the ship from crashing. The jets sudden drop took everyone off balance, allowing Captain America to head for the loading ramp. He smashed the controls with his fist, causing the ramp to lower. The Super Soldier then leaped out of the falling aircraft and slashed down into the water, just off Liberty Island.

A few moments later the confused Captain America emerged from the water and climbed onto the platform. He looked up to she the glorious sight of Lady Liberty standing tall in the sunlight. In was reassuring for the soldier to be once again on American soil.

His musings however were interrupted by the arrival of Iron Man.

"Captain America, stand down." Iron Man ordered as he hovered above the soldier. "You really need to come with us."

The Captain responded by throwing his shield like a Frisbee. The shield collided with Iron Man knocking him out of the sky and in a brilliant form of accuracy, ricocheted of multiple objects before coming right back to the Captain. He then turned to see Heatblast land behind him with fire in his hands.

"Hey, we don't want to fight you. We're trying to help you." He tried to reason again with the confused soldier.

"What are you, mister? One of Zemo's experiments?"

"What? No, I'm… Well, it's complicated." Heatblast tried to explain.

"Stand aside, Ben." Came Thor's voice as he descended out of the sky right above Captain America, his hammer raised to its zenith, intending to stick the Super Soldier.

"Thor, no!" Heatblast yelled as he tried to intercept him. but it was to late; Captain America raised his shield to bloke the attack and the two weapons collided. Whatever kind of material the shield was made out of, it did not react well with the power of Mjolnir as when both weapons made contact, a massive shock wave erupted from the spot sending all the heroes flying in different directions. Heatblast ended up being sent right into a wall, leaving a big dent.

Heatblast shook of the wooziness and looked at he super soldier, who was just getting back up, and to his surprise the shield didn't even have a dent in it, whatever that shield was made of it could take the full power of an enchanted hammer. Then Heatblast got an idea, the shield seemed to be made of some kind of metal and Ben had just the alien to deal with metel.

He tapped the Ultimatrix dial and in a familiar green flash Heatblast was replaced with an alien with crab-like claws for hands and a silver metallic head with green eyes, that floated between it large pointed shoulders. His body was mainly black with yellow feet, hands, shoulders, and chest. The Ultimatrix symbol was, like most of Bens aliens on his chest.

"LOADSTAR" the alien called out, though when he did his mouth did not move.

Captain America groggily stood back up the power of that attack made him a bit woozy. However he quickly got over that when he saw the new alien in front of him.

"What are you?" Captain America slightly gasped.

Loadstar raised his pincers. "If you give me a chance to explain then I will tell you." He said.

However instead of talking, Captain Americas face hardened and he tossed his shield at the transformed teen. However Loadstar was expecting that and extended his arms, the air became distorted as a wave of magnetic energy flowed out of Loadstars pincers, catching the shield and stopping it in its tracks. Captain America's eyes widened as Loadstar levitated the shield above his head.

"Now maybe we can…" before Loadstar finished, Captain America closed the gap in speeds equivalent to an Olympic athlete and leaped into the air were his foot met with Loadstars head. Since the head was only connected to his body bye his magnetic field and with the Captain augmented strength, he was easily able to send Loadstars head flying away from his body, were it bounce a few time as it hit the ground, much to Loadstars annoyance.

Without his head Loadstars body began to act on impulse, randomly swinging its arms and walking wherever it wanted. With this act the magnetic field holding the shield dissipated causing it to drop and land perfectly onto Captain Americas waiting arm.

No sooner had that happened Wasp arrived on the scene, where she narrowly avoided getting swatted by Loadstars pincers. Seeing the Ultimatrix dial on his chest, she quickly deduced who it was.

"Hey cut it out Ben" she said to the spasming body.

"Don't bother," a voice called out behind her, she turned around and saw Loadstars head lying on its side looking at her. "His ears are over hear with me. He cant hear what your saying."

Wasp blinked at the sight of her friends dismembered head, then screamed, "AHHHHH. Ben what happened to you?"

"Oh you know, sunny day, thought id catch some rays." He joked before getting annoyed, "What do you think I got my head knocked off."

"How did this happen."

"What am I doing an interview? Put me back on my body before it wanders off." Ben shouted.

Before Wasp could respond to the talking head, the massive form of Giant Man rose out of the water. Wasp looked back to Loadstars head.

"Just what here for sec while we deal with this first and stay calm, lets not loose our heads." She said with a smirk.

"Oh ha HA." Loadstar said as his eyes narrowed when Wasp flew away. He would have just grumbled some more until he saw his body stumbling towards him. "Oh no" was all he got out before he literally kicked himself in the head. Feeling the contact, his body began to frantically search the ground looking for the head, that proved to be worse as each time it swing his arm it would knock the head away even further.

"Ow… it Ow…could be Ow… worse Ow… Not sure how Ow… trying to Ow… be positive Owwww…" Loadstar managed to say in-between kicks.

"Sir, we really need to get you to a hospital." Giant-Man explained as he tried to use solve the problem without any more fighting.

However Captain America's attention was cause by a large tourist boat that was passing by. He saw people on the boat taking pictures of the scene. People of different race and nationality, that would have been killing each other in the Captains day, but were now standing together with no sign of malice. The Super soldier looked at the scene in shock and confusion.

"Okay, enough." Iron Man said as he flew infront of the boat. "You have to come with us. You don't understand. This is not 1943."

"He's a warrior, Stark." Thor stated as he got back up.

"He will not yield."

"You've got that right, buddy." Captain America confirmed as he tossed his shield at Iron Man. This time the armored hero dodged the attack, which instead flew to the boat and rebounded of the boat back passed Iron Man and into Thor. Captain America the tackled Iron Man out of the sky and, as a reflex, Iron Man fired his repulsors. Captain America then grabbed Iron Mans arm and aimed it at Giant Mans head, firing a repulsor beam right into the Goliaths face sending him falling back into the water. The super soldier then stomped on the edge of his shield causing it to bounce up and slip perfectly onto his arm. the First Avenger looked over at his defeated foes.

Suddenly a sharp pain struck him in the back of the neck. He turned to she Wasp floating behind him, a very guilty look on her face.

"Sorry." She apologized. "Sorry, but I need you to listen."

"My apologies miss. This solider doesn't listen to HYDRA agents. He just takes them down."

"Fine, don't listen just look." She then flew off, the Super Soldier hot on her trails. She lead him up a flight of stairs, when he reached the top, he froze… standing just a few feet from him was a memorial… His memorial.

A Giant Bronze statue of him and Bucky was standing on top of a stone plaque, which read, _'In the Honored Memory of Captain America and Bucky.'_

Captain America stood there rooted to the spot, his adrenalin fading, making him realize how tired he was. He didn't even notice the other Avengers come up behind him until Iron Man spoke up.

"You've been gone a long time, Captain." He said as his faceplate opened up revealing his face. He then walked up and put a hand on the Super Soldiers shoulder, this time he didn't resist.

"Welcome back." Tony said, Captain America looked back at the Iron Avenger, nodded then collapsed, the fatigue finally catching up with him. however the moment was interrupted by the sudden clang of metal against concrete. The team turned around to see Loadstar still playing soccer with his own head.

"If you're quite done up there!" the Magnetic alien screamed, "Would somebody mind putting my head back on please!"

"You should have quite while you were a head." Iron Man called out, which only made the transformed teen yell incoherently.

Soon the Avengers, plus one, were back on the Quinjet - after fixing Loadstar who was still mad at them for not helping him sooner - heading for the mansion. During that time Captain America regained consciousness and was now calm enough for the Avengers to explain, as delicately as they could, what happened to him. The whole time the Super Soldier said nothing; he just let them talk as he took in everything they said.

"So I've been gone for 60 years." He said as a statement rather than a question.

"Yeah, stuff like that can be a little overwhelming. Trust me I've had my fair share of this kind of experience." Came Loadstar's response as he stood opposite the man out of time. In truth Loadstar was very weary of the Captain, not only was he able to take out the entire team by him self. But he was able to do it in the most strategic way possible. True the man had some sort of special super steroid in his system that made him faster and stronger than most people, but he was able to use the Avengers skills and powers against them, despite only just being thawed out of a bloke of ice. All in all the fiery alien was glad this guy was on their side.

Captain America looked at Loadstar, with curiosity rather than fear. "And just what are you?" he asked, "I've seen many strange things in the War. But nothing like you. Are you some kind of mutation?"

"Why dose everyone always…" Loadstar started to say before he caught himself, remembering whom he was talking to, then calmed down. "No I'm not a mutant, I'm an alien. But not the bad kind." He said quickly, when Captain America raised an eyebrow.

"I'm just a… well… it might be better if I just show you." He then slapped the Ultimatrix dial and, in a flash of green light, turned back into Ben. Captain America reacted in an instant when his vision was blinded, grabbed his shield and got into a fighting stance. Ben held up his hands in a calming gesture.

"My name is Ben Tennyson. And I can transform into aliens." He said in a calming tone.

Captain America lowered his shield and looked around at the other heroes. "Who are you people?"

At this Iron Man stepped forward. "We are the Avengers" he said proudly. Captain America gave the billionaire a strange look, then Tony continued in a nonchalant manner. "That's what we call ourselves. Earths mightiest heroes kind of deal. We protect the earth from threats too big for any one hero to face alone. I'm Iron Man; this is Ant Man, Wasp, Thor and you've already meet Ben." He said pointing to his teammates as he introduced them. This made the Captain relax a little, but he still seemed a bit on edge. This was going to be a long day.

It wasn't long until the Quinjet touched down in the hanger and the Avengers, plus one, exited the vehicle. While Iron Man still kept explaining the events that happened after Captain Americas 'disappearance'.

"…So we won the war. Thanks in part to you." The billionaire finished as they walked across the ramp to the entrance.

"So HYDRA's gone?" Captain America asked in curiosity.

"Uh, it's complicated." Iron Man answered with a guilty look on his face, before moving on. "I've had J.A.R.V.I.S prepare a room for you until we get everything sorted out. You've been gone along time, Cap."

"_Welcome back, sir."_ The A.I's voice rang out causing Captain America to jump in surprise as he looked around for the source of the voice.

Thor placed a comforting hand of the super soldier. "The building has it's own voice. Tis very disconcerting." This made Captain America calm down a little, but he did seem a little uncomfortable with the thought that the house is alive.

The group soon arrived at the assembly hall, were Iron Man activated the holographic display, another thing that made the Captain's eyes widen.

"There's something I have to show you." Iron Man said to Captain America as images of the super soldiers exploits flashed on the display. "My dad used to tell me stories about you when I was a kid. You were an inspiration to me."

The images soon stopped on a newspaper article stating that Captain America had fallen in the live of duty, making the soldier in question look at it with a neutral expression, however Ben knew it was just a brave face, he had used it for so long after his family died that he new that look anywhere.

"That's some poor reporting." Captain America commented dryly, then suddenly looked a little hopeful. "But if I survived, maybe Bucky."

Iron Man closed his eyes and bowed his head. "I'm sorry, Cap. Every kid in school learns that Captain America and Bucky sacrificed their lives to stop the Red Skull. It's a miracle you survived."

Captain America lowered his head as if the realization was finally coming to him. "Bucky's gone…everyone I ever knew, my whole world… It's all gone, isn't it?" he then took his shield and placed it on the table before walking out the room. Wasp was about to follow him before a hand rested on her shoulder. She looked back to see Ben with a hard look in his eyes.

"Give him some time, Jan.," the Ultimatrix hero said, "He just needs time."

Ben looked at the retreating Captain, he new more than anyone the feeling of losing your whole world and right now he new that the super soldier needed to be alone.

The healing process had begun.

**Unknown Location**

Meanwhile; somewhere in the ocean was an island surrounded by fog. The island was uncharted and hidden from the world for one reason. it was a tropical island with trees and wild life, but the main focus was the large base that was built on it. On that base was in insignia of a skull, with a mass of octopus tentacles under it, the symbol for Hydra. The organization that brought the allied forces so much trouble during World War 2 and has been continuing its antics long after the war.

For a while Hydras activities have been slowly decreasing due to their lack of leadership. But due to the events of the Break Out Hydra is now celebrating the return of two of their most valuable members.

First and most important was the current leader of Hydra, a man clearly in his senior years, with a monocle on his right eye. He wore a green uniform that was common for HYDRA personal but with a few alterations. He had a sword on his right thigh. Replacing his right arm was a red prostatic arm, which had a very devilish like design to it. This was Baron Strucker, one of the few surviving members from HYDRA from the war and has been leading HYDRA for many years.

The second member to return was Baron Stucker's left hand man and prime enforcer, the Grim Reaper, a tall man with shriveled green skin. He wears a dark blue cybernetic suit with a scythe mounted on his right arm replacing his hand. He also wears a dark blue cape as a hood to cover the upper part of his face.

Currently the two in front of a mass of HYDRA soldiers, each wearing the slandered uniform and helmets which looked like skulls. All assembled to welcome back their long lost comrades.

The celebration however was interrupted by the sound of alarms sounding through the base. Then the doors at the far end of the corridor suddenly exploded, the HYDRA soldiers all prepared their weapons and took aim at the smoking doorway. Then out from the dust came someone no one expected to see.

He was a tall man wearing a purple suit and a tight mask stuck to him. He wears yellow boots and gloves and a patch of fur on each of his shoulders. The man strolled into the room with his own sword drawn and raised. The soldiers quickly backed away and then bowed to the previous leader of HYDRA, Baron Zemo one of the most dangerous men in history.

The only one who did not seem pleased that the former leader had returned was the current leader. Baron Strucker gave Zemo a grudging look as Masked Daemon approached the throne he was sitting in.

"So you escaped as well." Strucker stated with a hint of malice.

"Yes, I escaped a prison you left me to rot in, Strucker." Zemo responded, what many people didn't know was that Zemo had somehow managed to survive long after the war and was imprisoned on the Raft, and know thanks to the Break Out he was free to reclaim his rightful place. "I see you have kept my seat warm."

"HYDRA is mine now."

"Don't embarrass yourself." Zemo scoffed, "I was running HYDRA when you were a child. Now look at you. A child in an old man's body."

"Reaper!" Stucker screamed. In a swift response, Grim Reaper charged Zemo with his scythe poised to strike. He slash an arc right at Zemo's head, but the Masked Daemon effortlessly dodged the strike and, in a surprising show of strength and skill, grabbed Grim Reapers scythe and ripped it from his arm. He then kicked the literally disarmed HYDRA agent to the base of Strucker's chair.

The current leader of HYDRA stood up, his cybernetic hand glowing with unknown energy as he and the former leader of Hydra prepared to face off.

"Baron Strucker!" a voice rang out catching the attention of both Barons'. A HYDRA soldier rushed into the room only to halt when he saw Zemo, in which he immediately dropped to his knees. "Lord Zemo. Uh, sir, there is news."

"What?" Zemo responded clearly annoyed by the interruption. However that annoyance quickly faded when the soldier opened his palm to reveal a device which lit up showing a hologram of the Avengers with someone the Baron thought he was rid of forever.

"Captain America is alive."

Suddenly the thought of taking back HYDRA didn't seem to interest Zemo any more. His most hated enemy hate returned and the organization that had been after him for so long had failed to capture or even destroy him. He had no use for people who have failed to conquer the world for so long, even with the absence of their greatest enemy. If he was going to ride the world of Captain America once and for all, he was going to do things a little differently.

The Masked Daemon sheathed his blade then turned away from Strucker.

"Where are you going?" the leader of HYDRA asked his predecessor.

"You can have HYDRA, Wolfgang." Zemo responded as he made his way out of the room. "All I want is Arnim Zola."

During World War 2 HYDRA's top scientist was a man named Arnim Zola, he was responsible for many scientific achievements for HYDRA during the war. One of which was the creation of a deadly chemical weapon known as Virus X. Zemo had planed to used the deadly disease against the allied forces, but an incident with Captain America caused Zemo to be exposed to the Virus instead, making his suit become permanently bonded to his body including his mask.

Arnim Zola was able to develop a treatment to prevent Virus X from spreading and even developed augmentations that boosted Zemos strength and speed, making him into a deadly warrior. If Zemo were going to defeat Captain America, he would need Zola's help to take out the Avengers first.

The former leader of HYDRA made his way to a hidden location that no one but he and two others new about. A secret laboratory that was built a short time after the war. Now Baron Zemo was descending into the lab via an elevator and entered into a large open laboratory with large machines, test tubes and other equipment, spreading out in all directions.

Zemo passed another set of test tubes when he suddenly felt a presence behind him. Turning around he saw a massive creature rise out of the shadows. It looked like a giant blob like creature with a fat body long thin arms and an angry looking face. The blob took a swipe at Zemo, but he quickly sidestepped the attack, he then drew his sword and slashed at the creature, severing its arm. The creature didn't even seem to be fazed by the dismemberment, instead it glared at Zemo as it regrew the lost limb. The creature roared as Zemo raised his sword ready to engage the creature.

"Enough, my pet." A voice called out in a thick accent. Zemo turned to see the very person he was looking for, however person may be a stretch as the being before was very far from being human. He was a broad shouldered male, with a camera instead of a face, which is presented on the stomach on a yellow TV screen. He wore a big orange scientist safety vest with large purple gloves. "You'll have to excuse Doughboy.

He is very excited to see that you also escaped from SHIELD's prisons during the recent exodus." The mechanical being said as he strolled up to his old ally. In response to his master's command the creature, now identified as Doughboy, immediately relaxed and put on a cheerful smile and placed its slimy arm on Zemos shoulder in an affectionate display. However the Baron wanted none of that and slapped the creature's hand away and got right down to business.

"I have news, Arnim. But first…"

"Yes." The scientist agreed, knowing exactly what the Masked Daemon wanted.

A few minutes later, Zemo had been place in a special machine that bathed the enhanced human with a special kind of energy. Arnim Zola stood to one side to monitor Zemo's vitals as the procedure neared its completion.

"It is good you escaped when you did." The scientist commented. "Your last treatment has almost worn off. We did too good of a job on Virus X, my old friend. Sadly, I still have found no cure. Our formula is the only thing keeping it from…"

"Captain America is alive." Zemo suddenly interrupted, the anger and impatiens finally reached it limit.

Arnim Zola stood there frozen for a moment, a mixture of shock and awe plastered on his screen face. "Amazing." He gasped as he raised his arms as if to praise lord for a miracle. "Erkstrom's super-soldier serum must be responsible. Had we ever obtained a DNA sample from the Captain, we could have created an army of super-soldiers. And of course cured you, Baron." He was so caught up with his innovated dream that he almost forgot that crucial point.

The scientist walked over to Zemo, who was cracking the tensions in his arms and neck after lying on that table for a long time.

"I still believe the serum will reverse the effects of the virus." Zola finished.

"You need a DNA sample? I will bring you Captain America's head." Zemo said as if it would be an easy task. "But there is a problem. The Captain it seems has found powerful allies."

"I am the finest bioengineer on the planet." Arnim Zola boasted as he placed a large arm on Zemo's shoulder. "And over the decades I have learned one thing. "Every problem has a solution." Head said as more lights flickered on revealing hundreds of large test tubes, each with a Doughboy inside. The creature roared with savage intent, Zemo looked on, if his face was visible a small smile would have been seen, he may finally get his revenge on Captain America.

**Avengers Mansion**

Back at the mansion, Captain America was standing infront of a mirror in the room assigned to him by J.A.R.V.I.S. Steve still found it odd that technology had advanced enough that now it could actually talk to you. Now he was just staring at himself with his uniform on, he examined every detail right down to the smallest tear. All the adventures, all the missions, the people he new, it was all gone. He was a man out of time, a stranger in his own land; he didn't belong here anymore than ice belonged in the desert. He was completely alone.

A knock on his door brought him back to the present. "Come in.," he answered. The door opened and Ben walked in, a concerned look on his face.

"Hi Captain, sorry in I'm disturbing you."

"Its ok, just taking it all in." Captain America replied with a crestfallen face.

"Yeah it can be kind of overwhelming. Waking up in a place you've known your whole life, only to find everything different; similar, but different." This made the Captain look at him with a curiosity, which Ben took as a sign to keep going.

"Before you ask, no I'm not from the past like you, or from the future. I'm from another dimension entirely." Captain America's eyes narrowed, he may not have believed Ben but given the fact that he had just woken up 60 years in the future he guessed anything could be possible.

"When I first met you, you where some kind of fire man then a creature that could control metel. Is that the kind of power humans in your dimension posses?" the Captain asked.

Ben chuckled at that comment. "Well I know one other who can turn into a fire guy, but he's different from me. You see I get my powers from this." He then held up the Ultimatrix for the super soldier to see. He then went on to explain just what the alien device was and what it was capable of, along with a few stories of his adventures in his own universe. Throughout the explanation Captain America was barely able to keep his amazement at bay, he could hardly believe that that much power could be bestowed on someone at the age of 10. However one thing about Ben bothered him, his eyes. It was his eyes, was the feeling of someone who has experienced and seen too much, Steve had only seen that look in the eyes of the soldiers he fought beside.

The sudden memories of his fellow soldier immediately dampened the spirits of the super soldier, the images of his fellow Howling Commandos and Bucky, how he would never see them again. It was too much for the Captain to bear.

"What the point of going on." Steve said as he looked down at his boots. "Everyone I new, my friends, my comrades, all of them gone. I should have never woken up. I'm a solider. Not some future man. I can't imagine a world that's changed so much still needs Captain America."

Ben saw how torn up the Captain looked as he thought about the people he lost. Was this how he looked when he first told the others about his family. That thought even made Ben become lost in his pain, even after all this time in a new world the pain of his loss still felt as fresh as the day it was inflicted on him.

The teen hero sighed, "Look Cap, I know what its like to lose your whole world like that." Captain America looked up at the young hero, "Three weeks ago, one of my villains attack my family… and killed them all." A tear fell from his eye as he started to chock, he may never be used to telling this story.

Captain America looked at the boy with wide eyes, he new that this boy had experienced some kind of pain, but he never new it was something that serious. He stood up and walked towards the weeping teen and placed a hand on his shoulder. "Its alright soldier" Steve said. "You're not the first to loose people and you wont be the last." He then looked Ben right in the eye with a confident expression. "And ill make you a deal. If you wont give up the good fight, then nether will I." Ben looked at the older hero, tears still falling down his face, he then wiped away the tears and put o a brave face for the war hero and nodded. Captain America grinned as these two misplaced heroes stood in silence.

Suddenly a beeping noise caught their attention, Ben reached into his pocket and pulled out his ID card, "_Avengers Assemble" _came the synthesized voice of Tony Stark. After this emotional drain Ben did not feel up to being a hero right now, but he new his duty, he would have to put aside his emotions for the time being. Ben turned to walk out the door and meet with the others, only to pause and see Wasp in the doorway.

"Jan?" Ben said surprised by her presences. "How long have you been standing there?"

"Long enough." The size-changing heroin said before she walked over to Ben and gave him a gentle hung. The hung lasted for a moment before she let go. "I'm so sorry for what happened to you both." Wasp said now addressing both heroes, who still looked a little shaken by their experiences.

Ben then shook his head. "Still Tony said there's a mission we've got a job to do."

Janet then placed a hand on Bens shoulder stopping him. "After everything that's just happened I don't think you're in the right mindset to save the day today." Ben was about to protest, but then he realized that she was right, Bens mind was all over the place with memories of his family still haunting him. If he went on a mission right now he might be more of a liability.

Ben sighed in defeat, "Ok Jan ill sit this one out. But I get to go in first on the next monster attack." He stated pointing a finger and Janet with a stern look on his face, which only made Wasp giggle.

Wasp then turned to Captain America, who stood in his place a little unsure weather to be at attention or at ease. Wasp then walked up to him and gestured to the room. "What do you think? Iron-Man tried to make it feel as much like the '40s as he could."

A sudden beeping interrupted her as the 40's style radio suddenly opened up revealing a J.A.R.V.I.S terminal.

"Excuse me, Ms. Wasp, Master Tennyson, There appears to be a guest at the main gate." The A.I informed before transforming back into a radio.

"As much like the '40s expect for the talking computer." Ben quipped.

"Ill go see who it is." Wasp said as she made her way out the door. "If it's S.H.I.E.L.D again, ill be sure to give them a zap for you Ben."

"Thank you." The teen replied. Even though Ben had made it very clear to the Director of S.H.I.E.L.D, Nick Fury still persisted in his attempted to get Ben to join S.H.I.E.L.D. Every now and then an agent would show up to make Ben an offer in order to convince him, or in other cases bribe him to join S.H.I.E.L.D. And call him crazy, but Ben would have sworn that he saw, on several instances, agents of S.H.I.E.L.D tailing him and watching him wherever he went. At one point during one patrol he could have sworn he saw Agent Coulson tailing him in a red 1962 Corvette. Luckily every time Ben saw them, he would instantly duck into an ally, turn into Big Chill and disappear, can't follow what you cant see.

Also Ben was not an idiot, he new what kind of game Fury was playing, if Fury couldn't study Ben in a controlled environment, then he would have to study him on the go like game hunters on safari. Made Ben feel like he was some rare species of butterfly Fury wanted to put in a glass case.

His wandering mind was brought back to reality when a certain Super soldier asked. "What's SHIELD? Is that some future word for pest?"

Ben grinned at that statement. "Sort of. There actually an international peace keeping organization that works for the government. It stands for the Strategic Homeland Intervention, Enforcement and Logistics Division." He then saw the confused look on Captain Americas face. "Yeah I know, it's a bit of a mouthful. That's why they shortened it to S.H.I.E.L.D"

Captain America looked like he was going to ask another question, when suddenly there was a loud crash, followed by the sound of Wasp screaming. The two heroes' immediately responded and ran out of the room in order to see what was happening. After running down several corridors the pair turn another corner only to see Wasp flying at them with a panicked look on her face.

"Wasp what is it?" Ben asked. Wasp quickly pointed to the end of the corridor, the two men followed her gaze and saw the large figure of Doughboy as it floated around the corner then blorped around a pillar.

"Eww," Wasp said, her face visibly disgusted. Suddenly the mansions auto defense systems activated and a missile platform rose right underneath her. It then proceeded to fire four missiles into the intruding monster. However once they impacted into the blob like creature, they were immediately absorbed by the creature and exploded harmlessly inside of it, Doughboy then burped as if the missiles were an excellent meal.

Needless to say the heroes were both surprised and disgusted b the blob that was infront of them. Wasp, however, was the first to get over it.

"Okay, you're fat and disgusting." She said charging up her stingers, "And lucky for me slow." She then proceeded to charge the blob.

"Wasp, wait." Captain America warned, but to late Wasp already engaged Doughboy by firing several stingers at the blob. The stinger hit their target and this time the creature actually let out a cry of pain, this only enraged Doughboy who then, in an impressive display, put on a burst of speed despite it bulk, in a few short seconds the creature had already caught up to Wasp.

"Okay, I take it back, not slow." Wasp said in a panicked tone as she frantically flew backwards firing her stingers in an attempt to evade the monster. At the last moment she was able to dodge the attacking Doughboy as it lunged at her, however she briefly forgot that Ben and Captain America were behind her and Ben was in the middle of dialing up and alien to notice the giant blob coming at him.

"Look out!" Captain America yelled, pushing Ben out of the way but it didn't help as the blob like monster enveloped the super soldier and wielder of the Ultimatrix in one go.

But then Wasp fired her stingers at Doughboy, causing the monster more pain as it tried to swat the size-changing heroine. However her small size made it practically impossible for it doughy tendrils to grab her. So the blob like monster decided to change tactics and focus on the one threat at a time. It flowed of Captain America and Ben and flew towards Wasp, who was frantically trying to distance herself form the giant blob. However Doughboy once again showed a surprising burst of speed and easily caught up to Wasp, it mouth opened wide. Wasp let out a frightened scream as the giant blob's jaws slammed shut with insect themed heroine inside.

"Wasp!" Ben screamed, to stand to move after witnessing one of his friends just getting eaten. He was just reaching for the Ultimatrix when Doughboy paused a surprised look on its face. Then all of a sudden its body began to swell, getting so bloated that eventually the blob monster exploded right infront of the two heroes, covering both of them with the disgusting slim. Ben was visibly disgusted to have exploded monster on him.

_Is this how people feel went I go Goop. _He thought to himself as he tried to wipe some of the monsters remains if him.

Within the remains of the gunk a small pile of sludge suddenly grew a pair of yellow insect wing and then flew a few meters into the air. A cough and some brushing revealed Wasp, who did not look at all happy.

"Okay, that was disturbing." She said as she wiped some more slime off her face.

Before anyone could react a beam of energy struck Wasp in the abdomen and she fell to the ground unconscious. A stunned Ben and Captain America turned to see Baron Zemo holding a smoking gun

"Captain America, it's been a long time." Zemo said, snidely

"Zemo." Captain America snarled, his fist clenched at the sight of his old enemy.

Ben glared at the villain with a murderous look – no one shoots his friends and gest away for it – he would have charged the villain if not for a growl that came from behind him. The teen turned to see another Doughboy come around the corner, its pale eyes focused on Wasp like she was some easy prey. Ben and Captain America stood back to back, squaring off on the two adversaries.

"Ill take blob-boy, think you can take Mr theatrics" Ben said as he activated the Ultimatrix.

Captain America didn't even respond, seeing his old enemy made him think of their previous encounters and all the suffering he had caused. At that moment all the anger from the war resurfaced and the Super Soldier charged the Masked Daemon.

"Well I guess you can then." Ben stated flatly as he turned to the second Doughboy. "Ok snot blob. Lets see how you handle some real firepower. Going Heatblast." He said as he slammed down the dial.

However what he transformed into was not the fiery alien. It was a small alien that resembled a battery, with green eyes and the Ultimatrix symbol on its chest.

"BUZZSHOCK" the alien cried before realizing what had happened. "Oh come on you work fine for months and now you decide to mess up. Stupid watch." The tiny alien complained.

Doughboy however was either didn't understand or did not care about the transformed teens problem, but the green flash did distract its attention from Wasp as it eyed the battery alien then charged. Buzzshock barely had any time to avoid being eaten by the blob, but the green Megawatt managed to skirt out of the way. The fly battery then released a stream of green electricity at the giant blob, as the electric tendrils impacted on Doughboys body, it roared out in pain just like it did with Wasps stingers. The giant blob then glared at Buzzshock with hate filled eyes and charged at the flying battery.

Meanwhile Captain America charged at Zemo, who fired several shots at the super soldier, each time the Captain gracefully dodged. Captain America then delivered a tornado kick, knocking the gun out of Zemo's hand, then knocked the Masked Daemon to the ground, pinning him under his foot.

"Excellent, I was worried you won't be as I remembered you. I won't want you to be anything less than perfect for this." Zemo said with relief. He then kicked Captain America of him and drew his sword.

"All these years, I thought the Red Skull had defeated you. Now, I can finally have my revenge."

He then charged the Captain, he swung hos sword but Captain America dodged the attack, only to be meet by a kick to the chest by Zemo, making him stumble back a few feet. Once he regain his footing Captain America and Zemo began to circle each other, with Zemo adopting a fencing stance.

"How are you still alive, Zemo?" Captain America questioned.

"Death means nothing to me." Zemo replied assertively, "I evolved my body over the years. While you remain as you ever were."

The Masked Daemon lunged at the Super Soldier, slashing skillfully and swiftly. Captain America did all he could to dodge each strike, since he didn't have his shield, he had no defense against Zemo's blade, so he was limited to only dodging attacks until he found an opening. However Zemo was the one who got lucky as his blade scraped across Captain Americas chest. The Super Soldier grunted in pain as he clutched the wound and felt his hand get warm from the blood seeping out of the gash. He then tried to deliver a right hook to Zemo's face but the villain easily sidestepped the attack and slashed the right flank. Captain America yelled in pain as he fell to the ground, momentarily stunned from the pain. Zemo stood over the fallen hero practically grinning under his mask as he held his sword aloft.

At the other end of the room Buzzshock was having some difficulty with Doughboy. Apparently the blob monster new that Buzzshocks attack could hurt it and was now using its amazing speed and agility to dodge the little aliens electrical attacks and ripped up several sections of the mansion and hurl them at Buzzshock. The Megawatt was able too effectively dodge that attack due to his small body. However his attention was caught buy the injured form of Captain America with Zemo standing above him with his sword.

"Cap!" the battery alien screamed, however before he could react, a huge slab of concrete was slammed right on top of the battery alien pinning him to the ground, courtesy of Doughboy. The monstrous blob made sure that the concrete was well in-between itself and Buzzshock in order to avoid the electrical energy from the little alien.

With the wind knocked out of him Buzzshock was so dazed that he couldn't make out anything infront of him, all he could see was the blurry outline of Zemo and Captain America. The villain glanced over to his gelatinous ally to make sure he would not be interrupted. Once he was satisfied he turned back to his enemy.

"You are alone, Captain." He said, "A relic in this world. Arnim Zola's creatures will deal with your new friends, but you? Let the Skull have Bucky. Your life is mine to take."

He then leaped into the air, yelling at the top of his lungs, and aimed to impale his sword right in-between Captain Americas eyes. Suddenly Zemo's sword came to a sharp halt when Captain Americas shield appeared out of know where and imbedded itself into the wall just above the Captain, blocking Zemo's strike. The Masked Daemon leapt back in surprise as he and Captain America looked up to see were the shield came from. What they saw looked like a giant cat. However on closer inspection, it became clear that it was a man in a skin-tight, full-body black cat ninja suit. The unknown savior then leaped away and pulled out a purple dagger and hurled it at Doughboy slicing right through its blobby hid, the blob-like creature roared in annoyance as it forgot about Buzzshock and launched itself at the cat-man. However that distraction was just what Buzzshock to get out from under the slab and charge up his electricity and fired a massive bolt of electricity at Doughboy. The monster screamed as the electrical energy raised across its fat body which then began to bulge and expand until the monster exploded in a shower of slim scattering every where and covered the transformed teen with slim.

"Not again," Buzzshock moaned. He then looked up hoping to thank the cat-man only to see him leap away out of sight as mysteriously as he appeared, leaving a very confused Buzzshock behind.

At the same time Captain America slid his arm into the straps on his shield and promptly ripped it from the wall and held it aloft as he stared down Zemo.

"All right, sock face. You want to fight? You've got one." He snarled at Masked Daemon, the mention of his fallen friend brought up sixty years of built up rage. He launched forward blocking Zemo's sword strike and then delivered a powerful side kick to Zemo's stomach, the Baron staggered away a few feet and tried to regain his footing. However the Super soldier was not done as he spun on the spot, building up momentum and launched his shield at Zemo. The Baron dodged the shield, however after sixty years he seemed to have lost his experience fighting his enemy as he completely forgot the shields impeccable ability to ricochet back to the Captain and was struck in the back of the head buy the ricocheting shield, which then returned to Captain America's awaiting arm.

Zemo stood once more and clashed with the super soldier, their respective weapons locked trying to over power the other. In an attempt to gain back his advantage Zemo drew his spare short sword and attempted to stab the Captain in his ribs, however Captain Americas heightened reflexes allowed him to dodge the strike. Then in one fluid motion, Captain America forced the blade of the short sword into the wall, then kicked the hilt, snapping the blade off. The Baron didn't even have time to register the destruction of his weapon as Captain America shoved the edge of his shield right into the underside of Zemos chin, uppercuting him across the room and landing on his back in a daze.

"Give up, Zemo." Captain America said as he marched towards the villain.

"Never." Zemo snarled, "This is my world and you don't belong in it."

Captain America halted at held his gaze to the Masked Daemon. "I may not know a lot about the future, but I know one thing about the past. You lost the war. You'll always lose, whether I'm here or not."

Zemo glared daggers at the Captain, after all this time he had waited for this day and even with a sixty year advantage Zemo still couldn't defeat his hated enemy. In a swift movement Zemo reached into his belt and threw an explosive device passed Captain America and landed a few feet from Wasp – just after Buzzshock had defeated Doughboy.

Captain America, without hesitation, made a made dash to Wasps location, while Buzzshock was about to pursue the strange Cat-man.

"Ben hit the deck!" Captain America yelled as he jumped onto his stomach with his shield positions infront of both him and Wasp. The small alien turned to were the super soldier was coming from and saw the device near Wasp, his eyes widened… Then the device exploded.

A wave of fire and debris filled every corner of the corridor reducing everything to shredded ashes. The only part of the corridor that was not destroyed was the section behind Captain Americas shield, the two being behind the shield were completely unharmed as the shield took all the power of the blast. Captain America lifted the shield and saw the destruction, but saw no sign of his shapeshifting friend.

"BEN!" the super soldier screamed. Suddenly there was the sound of electricity sparking behind him. he turned to see and electrical outlet spark and a green tendril of energy shoot out and dashed across the floor and up the walls until in manifested into a tired looking Buzzshock.

Captain America looked at the little alien with shock and aw. "Ben, Your alive? How did you do that?"

Buzzshock shook his head. "Well when a saw the bomb I turned into electrical energy and dove into the closest electrical device, which happened to be JARVIS's terminal. Sorry JARVIS."

"_Apology accepted Master Tennyson."_ The A.I responded from one section of the room that wasn't blown apart. Captain America just smiled, happy to know that he didn't lose anyone else. He looked back to were Zemo was but saw no trace of the villain.

At that moment Wasp regained consciousness. "What'd I miss?" she asked as she looked around at the destroyed room. Captain America held his hand down to the size-changing heroin as he remembered something Zemo said.

"I'll explain on the way. Your team is in trouble." Captain America said. With that the trio then ran, or in the case of Buzzshock and Wasp flew, to the Quinjet hanger. The fight was not over yet.

In New York there are many tourist attractions, one of them is the iconic Statue of Liberty standing tall on her island in the Manhattan bay. However today lady liberty had attracted a different kind of tourist, a mass of Doughboys had clambered onto the island and now covered the entire island in their slimy bodies. The Avengers immediately responded but the shear mass and indestructibility of the monsters made clearing them out a problem.

Each one of the Avengers was now struggling to free themselves from the monsters clutched, but no matter what they threw at then the Doughboys just kept coming back. Eventually this annoyed one particular thunder god who, while trying to fly away from the doughy tentacles, was trying to fry the monsters with his lighting. However when his lighting struck the creatures they only expanded and grew larger and larger with each strike.

"Thor, stop. The electricity is making it grow." Giant Man called out as he tried in vain to use his strength to free himself from the slim. Thor immediately stopped and futilely slammed Mjolnir into the Doughboys to no effect to the creatures.

"You say science is responsible for this monstrosity?" the Asgardian asked in annoyance as he struggled.

"Well, people are responsible for it. Bad people using science very irresponsibly." Giant Man defended, as he was pulled further into the gelatinous mass.

At the same time Iron Man was have less luck then his teammates as none of the weapons in his armor couldn't do anything against the Doughboys. Every time he blasted them, the just reformed like nothing happened; the billionaire was starting to panic.

"Someone do something." He screamed as Doughboy tentacles restrained his limbs and pulled him back into the blobby mass.

Suddenly a red, white and blue shield flew out of nowhere and sliced right through the slimy tentacles, freeing the Iron Avenger. Iron Man looked up to see the Quinjet with Captain America standing on the boarding ramp. Just then Wasp and Buzzshock flew out of the Jet and began to blast the Doughboys with stingers and green electricity respectively, each time they struck the blob mass would writhe in pain and part freeing the other Avengers. Captain America pulled Iron Man to his feet as he blocked another tendril of slim with his shield.

"Thanks" Iron Man said.

"We're not done, solider." Captain America replied, he then locked arms with Iron Man and flew off to rejoin the others, the two heroes landed in a clearing that Wasp and Buzzshock made, the two were still using there powers to hold off the advancing Doughboys while the others regrouped.

"This is one of Arnim Zola's genetic freaks." Captain America explained as the monsters circled the heroes.

"Zola, of course. I should have recognized his work." Giant Man exclaimed as the other turned to him practically seeing the gears turning in his head. "That's why Wasp's stings and Ben's electricity were so effective. They're bio-energy."

"You know that madman?" Captain America questioned.

"I studied some of his creatures before." Giant Man quickly added, "They all had a weakness. Instability. And with the right energy signature, we can accelerate that instability." He finished as his Ant Man helmet unfolded around his head. He then twisted the dial in the right side changing the frequency that his helmet uses to communicate with insects to affect the Doughboys. Once he hit the right frequency the monsters started to roar in pain and tried to move away from the source of their torment.

"Iron-Man, modulate your repulsor. Match the energy signature my helmet is putting out." Ant Man called out.

"JARVIS… what he said." Iron Man relayed.

"_Indeed, modulating repulsors now."_ The A.I confirmed, Iron Man then fired a beam of repulsor energy into the blob mass, which replied with the writhing and roaring in pain as the energy cut right through them. the Avengers advanced putting all their power into their assault on the Doughboys, however even with their weakness exploited the Doughboys were to numerous to take out. In a few short minutes they caught their second wind and rallied in a mighty surge towards the Avengers.

"There's too many of them!" Wasp called out as the Doughboy wave surged towards the heroes, who were barely able to hold the doughy tide back. Buzzshock blasted multiple tendrils of electricity at the wave, but the shear size and number of the monsters were forcing him back, if only there was a way to even the playing field. then he got an idea a little trick he never tried with this form yet. _Well no time like the present_. He thought.

"Hey Thor!" Buzzshock called out to the Thunderer gaining his attention, "I need you to hit me with a lightning strike."

The Asgardian looked at him as if he had lost his mind. "Nay. I will not attack a friend." He stated.

"Its not an attack, this form can take it. If we're ever gonna beat these this you have to hit me with everything you've got."

Thor still looked hesitant, but the Doughboy tsunami grew closer and closer.

"DO IT!" Buzzshock yelled.

Thor immediately caved at that moment and pointed Mjolnir at the sky and the clouds gathered and swirled around with thunder banging and the smell of ozone filled the air, Thor then pointed the hammer at Buzzshock and a massive bolt of lighting descended from the sky and struck the transformed teen in full force. Once the lighting finished its strike, the heroes all saw Buzzshock, just floating in one spot with his eyes closed.

Suddenly his eyes opened, but they were now glowing with energy, then a huge grin spread across his face like a toddler that just had a bowl full of sugar. Buzzshock then let out a wild cackle and shoot forward into the Doughboy wave, splitting the wave in two. The little alien then transformed into living energy and zipped all over the Doughboy mass leaving massive gashes every everywhere he went. Soon he had reached the Statue of Liberty and sent charged of green electricity along the iconic structure, blasting any Doughboy anywhere near the structure to be rendered inert.

The Avengers then saw Buzzshock appear at the top of the statues torch, green electricity dancing across the Statue. Then much to their shock the electricity then manifested into a small army of Buzzshock clones, approximately fifty identical copies of the battery alien all stared down at the Doughboy mass, each with a wild look in their green eyes.

They all giggled as they dove into the monstrous blob. At that moment the fight became a slaughter. The Buzzshock army swarmed the gelatinous mass like ants to a sugar cube, some fire energy at the monster while others turned into energy and sliced through the Doughboys, all the while cackling like piranhas to a piece of meat. The other heroes just stood by and watched in stunned silence, watching their young friend once again surprise them with the amount of power he possessed.

Soon the roaring of the Doughboy sea then expanded and blew apart, a rain of slime covered everyone in the slime as the last of the mass was reduced to nothing by the Buzzshock, who after the monsters destruction, all turned into green energy and formed back onto one tired looking Buzzshock. The transformed teen looked to his teammates, exhaustion clearly present on his face.

Thor looked down at the slim that covered his body, "Victory… is ours."

"Hooray." Buzzshock said, weakly pumping his arm in the air before collapsing to the ground barely conscious, though he forced himself to stay away cause the moment he would fall unconscious the Ultimatrix would time out and he would not reveal his secret identity anytime soon.

Just then the heroes were surrounded by hundreds of people cheering for the heroes. However most of the praise went to one hero in particular, a small smile spread across Captain Americas face cause it looked like the world hasn't changed that much at all.

A few hours later the Avengers had all returned to their respective homes to wash up and get some rest, especially Ben who when straight to his room and collapsed on his bed, he didn't even bother changing his clothes, he just fell face first into his mattress and was unconscious in seconds.

However in the sitting room Iron Man and Captain America, the former in his civilian clothes, were currently watching a news report on the Avengers defeating the Doughboy sea.

"Bio-engineered monsters. Freaky-ooze-creatures. Is that what it was like fighting evil the '40s?" Tony asked from his seat on the couch.

"No," came Steve's response, he then smirked at the billionaire, "sometimes it got strange."

Stark just stared at the super soldier, "Did you just make a joke? Captain America has a sense of humor."

"Don't get used to it, solider. And please, call me Steve." The man out of time said.

Tony then got up from his seat "I found something. I want you to have it."

He pulled out an old photo and handed it to the Captain. Steve looked at the old photo and grinned. On the photo was a picture of him along with Bucky and a man in a dark suit.

"Howard Stark." The super soldier chuckled.

"My father, he looked up to you so much. We all did. We all do."

"That was along time ago." Steve said as the memories of the past caught up to him again. His smile fell, the realization thet everyone he knew was gone was still so painful. "Thank you for the photo, Tony. It's actually all I have now."

"That's not true." Tony pointed out, "You saved our lives today. Zemo and Arnim Zola are still out there. You have a place here, Steve. With the Avengers."

Tony held out his hand, Steve looked at the hand for a moment, then smiled. Even though he didn't belong in this place in time, his Country was still here and he still remembered a promise he made to a certain teenager. "I'd be honored." He said shaking the billionaires hand.

"Now when can I meet the Avenger who saved me from Zemo? The one in the black cat suit."

Tony happy smile soon changed from a happy expression to that of confusion.

"Wait, who?"

Back in the laboratory of Arnim Zola, Zemo stumble into the lab clutching the injuries he had received with his clash with Captain America.

"Your creatures failed me, Arnim." He called out into the darkened lab. "In order to defeat Captain America, we must destroy the Avengers." He looked around when he realized that his long time friend did not responded to him.

"Arnim?"

Suddenly a light appeared in on section of the lab, showing the unconscious form of Arnim Zola. Standing above the scientist was the beautiful figure of the Enchantress, along with the Executioner. "Baron Zemo," the Enchantress smiled seductively at the Masked Daemon, "I have an offer for you."

Zemo gave a small grin behind his mask; it looked like fortune was finally going in his favor.

* * *

><p><strong>And Captain America joins the team, what did you all think about the CapBen moment? was it to forced or lacking? please let me know.**

**Two things: first is that life is getting pretty hectic at my place so updates may be slower than usual, so don't think I've ****given up I'm just a little short on time.**

**Second, what you've all been waiting for, the results of the Poll.**

**Skye: 7**

**X-23: 18**

**Ms Marvel: 31**

**So Ms Marvel is the winner. Not gonna lie, it was close, I mean X-23 and Ms Marvel were both tied for a while I thought I would have to flip for it. But eventually more of you voted and most leaded towards Ms Marvel witch is understandable. Also I should mention that just because the one you voted for did not get picked it dosen't mean that Skye and X-23 will not be in this story. They will just show up later in the story. **

**Just like before if you have any tips, advice or grammatical errors that need to be brought to my attention, Please PM me and let me know.**

**Until next time, CaptainRex75 out. **


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